Common use of Compensation Upon Termination Clause in Contracts

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicable.

Compensation Upon Termination. 2.1 (i) If your employment shall be terminated pursuant to you suffer a Qualifying Non-Payment Termination, the Corporation shall pay you shall receive your full base salary, when due, through the following payments and benefits for Final Date at the one-year period following rate in effect immediately prior to the Date delivery of the pertinent Notice of Termination, if your grade level is 19 a Notice of Termination was required to have been given, or 20 if it was not, then immediately prior to the Final Date, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such payments are due, and the Corporation shall have no further obligations to you under this Agreement. (or the equivalentii) as of your Date of If you suffer a Payment Termination, then, subject to paragraph (v) of this Section 3 and for in lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the two-year period following the Date of TerminationCorporation or any Subsidiary, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, you shall be referred entitled to as the "Severance Period"):benefits provided below: (a) the Corporation shall pay you your highest annual full base salary salary, when due, through the Final Date at the rate in effect at any time during the 12-month period immediately prior to the Date delivery of Terminationthe pertinent Notice of Termination (or if your termination is for Good Reason by reason of a reduction in your annual base salary, plusthe rate in effect immediately prior to such reduction), at the time specified in Section 3(iii), plus all other amounts (other than severance benefits not provided for in this Agreement) to which you are entitled under any compensation plan or practice of the Corporation at the time such payments are due; (b) in lieu of any further salary payments to you for periods subsequent to the higher Final Date, the Corporation shall pay as severance pay to you, at the time specified in Section 3(iii), a lump-sum severance payment equal to the sum of the following: (iA) the highest amount paid to you under the Annual Incentive Plan, during the three two hundred percent (3200%) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year base salary as in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated effect immediately prior to the Date delivery of Termination, provided that the pertinent Notice of Termination (or if your continued participation termination is permissible under the general terms and conditions for Good Reason by reason of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, a reduction in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for youannual base salary, the Company shall rate in effect immediately prior to such reduction); and (B) two hundred percent (200%) of your targeted annual aggregate bonus amounts for the year in which this Agreement is executed; (c) the Corporation shall, at its sole expense as incurred, provide you with outplacement services for a period not to exceed nine (9) months at an aggregate cost to the Corporation not to exceed $12,000, the scope of which shall be selected by you in your sole discretion and the provider of which shall be selected by you from among the providers offered to you by the Corporation; (d) for the period beginning on the Final Date and ending on the earlier of (i) the date which is twenty-four (24) full months following the Final Date or (ii) the first day of your eligibility to participate in another group health plan, the Corporation shall pay for and provide you and your dependents with the same medical benefits substantially similar coverage to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered remained continuously employed by the Corporation during such adverse consequencesperiod. The continued In the event that you are ineligible under the terms of the Corporation's benefit plans to continue to be so covered, the Corporation shall provide you with substantially equivalent coverage under this through other sources or will provide you with a lump sum payment (determined on a present value basis using the interest rate provided in Section 2.2 shall apply to each 1274(b)(2)(B) of your eligible dependents who are participating in such welfare plans as of the Code on the Date of Termination) in such amount that, unless after all income and employment taxes on that amount, shall be equal to the cost to you of providing yourself such dependents cease to remain eligiblebenefit coverage. Benefits At the termination of the benefits coverage under the first sentence of this Section 2.2 3(ii)(d), you and your dependents shall cease if be entitled to continuation coverage ("COBRA Coverage") pursuant to Section 4980B of the Code, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extentextent required by such laws, as if you had terminated employment with the Corporation on the date such benefits coverage terminates; provided, however, that the period of your benefits coverage under the first sentence of this Section 3(ii)(d) shall be offset against the period during which you would be entitled to such COBRA Coverage; and (e) you shall be fully vested in your accrued benefits under any qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plans maintained by the Corporation for your benefit; provided, however, that to the extent that the acceleration of vesting of such benefits would violate any applicable law or require the Corporation to accelerate the vesting of the accrued benefits of all participants in such plan or plans, then, assuming that you obtain the appropriate consents, the Corporation shall pay you a lump-sum payment at the time specified in Section 3(iii) in an amount equal to the value of such unvested benefits. (iii) The payments provided for in Sections 3(ii)(a), (b) and (e) (if applicable) shall be made not later than the fifth business day following the Final Date; provided, however, that if the amounts of such payments cannot be finally determined on or before such date, the Corporation shall pay to you on such day an estimate, as determined in good faith by the Corporation, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Corporation to you, payable on the fifth (5th) business day after demand by the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). (iv) You shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise nor, except as provided in Section 3(ii)(d), shall the amount of any payment or benefit provided for in this Section 3 be reduced by any compensation earned by you as the result of employment by another employer or self-employment, by virtue retirement benefits, by offset against any amounts (other than loans or advances to you by the Corporation) claimed to be owed by you to the Corporation, or otherwise. (a) Notwithstanding anything contained herein, if any payment or distribution to you or for your benefit (whether paid or payable or distributed or distributable) pursuant to the terms of this Agreement or otherwise (a "Payment") would constitute a "parachute payment" within the meaning of Section 28OG of the Code, the Payments shall be reduced to the extent necessary so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), but only if, by reason of such reduction, the net after-tax benefit to you shall exceed the net after-tax benefit to you if no such reduction was made. For purposes of this Section 3(v), "net after-tax benefit" shall mean (i) the Payments which you receive or are then entitled to receive that would constitute "parachute payments" within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state, local and foreign income and employment taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate (factoring in the loss of itemized deductions) for each year in which the foregoing shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of the Excise Tax imposed with respect to the Payments. The foregoing determination will be made by the Accountants (as defined below) in consultation with you and the Corporation and in accordance with the analysis, valuations and calculations prepared by the Accountants in connection with this Agreement. If the Accountants determine that such reduction is required by this Section 3(v)(a), you, in your employment with another employersole and absolute discretion, may determine which Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Corporation shall pay such reduced amount to you. You and the Corporation will each provide the Accountants access to and copies of any books, records, and documents in the possession of you become eligible under another employer's plan or plans for medical, dental or group life insurance benefitsthe Corporation, as the case may be, reasonably requested by the Accountants, and otherwise cooperate with the Accountants in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 3(v)(a). (b) All determinations required to be made under this Section 3(v), including the assumptions to be utilized in arriving at such determinations, shall be made by the Accountants which shall provide you and the Corporation with its determinations and detailed supporting calculations with respect thereto at least fifteen (15) business days prior to the date on which you would be entitled to receive a Payment (or as soon as practicable in the event that the Accountants have less than fifteen (15) business days advance notice that you may receive a Payment) in order that you may determine whether it is in your best interest to waive the receipt of any or all amounts which may constitute "excess parachute payments." For the purposes of this Section 3(v), the "Accountants" shall mean the Corporation's independent certified public accountants serving immediately prior to the Change of Control. Your eligibility In the event that the Accountants are also serving as accountant or auditor for the individual, entity or group effecting the Change of Control, you shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accountants hereunder). All fees and expenses of the Accountants shall be borne solely by the Corporation. For the purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, such Payments will be treated as "COBRAparachute payments" continuation coverage within the meaning of Section 280G of the Code, and all "parachute payments" in excess of the "base amount" (as defined under Section 4980B 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that in the opinion of the Accountants such Payments (in whole or in part) either do not constitute "parachute payments" or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the "base amount," or such "parachute payments" are otherwise not subject to such Excise Tax. Any determination by the Accountants shall be binding upon the Corporation and you. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that the amount of the Payments that the Accountants determine would constitute a "parachute payment" within the meaning of Section 280G of the Code will have been less than the amount of the Payments that the Internal Revenue Code of 1986, as amended Service (the "CodeIRS") shall commence immediately following determines constitutes a "parachute payment" within the end meaning of Section 280G of the Severance Period Code. In such event, you shall notify the Corporation in writing of any such claim by the IRS. Such notification shall be given as soon as practicable after you are informed in writing of such claim and shall apprize the Corporation of the nature of such claim and the date on which such claim is requested to be paid. In connection with any contest or upon potential contest of such claim, you and the cessation Corporation will provide each other access to and copies of your medical benefits from any books, records, and documents in the Company pursuant possession of you or the Corporation, as the case may be, reasonably requested by the other party, and will otherwise cooperate with each other in connection with any such contest or potential contest. In the event that you or the Corporation contest such claim, the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest. If it is finally determined that the amount of the Payments that the Accountants determined constituted a "parachute payment" within the meaning of Section 280G of the Code is less than the amount of the Payments that the IRS determined constituted a "parachute payment" within the meaning of Section 280G of the Code, you shall repay to the preceding sentenceCorporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) that amount of the Payments necessary to reduce the Payments such that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such repayment, the net after-tax benefit to you shall exceed the net after-tax benefit to you if no such repayment was made. Nothing contained in this Section 3(v)(b) shall limit your ability or entitlement to settle or contest, as applicablethe case may be, any claim or issue asserted or raised by the IRS or any other taxing authority.

Compensation Upon Termination. 2.1 If your In the event of termination of Employee’s employment shall be terminated with Employer pursuant to Section 8 hereof, compensation shall continue to be paid by Employer to Employee as follows: (a) In the event of a Qualifying Terminationtermination pursuant to Section 8(a) or 8(c) hereof, you compensation provided for herein (including Base Compensation and an Annual Bonus) shall receive continue to be paid, and Employee shall continue to participate in the following payments employee benefit, retirement, compensation plans and benefits for the one-year period following other perquisites as provided in Section 5 hereof, through and including the Date of TerminationTermination (as defined in Section 11 hereof) specified in the Notice of Termination (as defined in Section 11 hereof). Any benefits payable under insurance, if your grade level is 19 health, retirement and bonus plans as a result of Employee’s participation in such plans through the Date of Termination specified in the Notice of Termination shall be paid when due under such plans. (b) In the event of a termination pursuant to Section 8(b) or 20 8(d) hereof, compensation provided for herein (or including Base Compensation and an Annual Bonus) shall continue to be paid, and Employee shall continue to participate in the equivalent) employee benefit, retirement, compensation plans and other perquisites as provided in Section 5 hereof, through the Date of your Date Termination specified in the Notice of Termination, and for the two-year period following the Date any benefits payable under insurance, health, retirement and bonus plans as a result of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (Employee’s participation in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which plans through the Date of Termination occurs. The aggregate amount specified in the Notice of severance payable under this Section 2.1 Termination shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit when due under such plans. In addition, Employee shall be entitled to continue to receive from Employer, for the lesser of (x) twelve (12) months from the Date of Termination and (y) the remainder of the Term, Base Compensation at the rate in effect at the time of termination, payable in accordance with Employer’s standard payment practices then existing. (c) In the event that your participation of a termination pursuant to Section 8(e) hereof, compensation provided for herein (including Base Compensation and an Annual Bonus) shall continue to be paid, and Employee shall continue to participate in any such welfare plan is barred or the employee benefit, retirement, and compensation plans and other perquisites as provided in Section 5 hereof, (x) in the event that your participation of Employee’s death, through the date of death, or (y) in any such plan would have adverse consequences for youthe event of Employee’s disability, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of through the Date of Termination specified in the Notice of Termination. Any benefits payable under insurance, unless health, retirement and bonus plans as a result of Employee’s participation in such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to plans through the extent, by virtue date of your employment with another employer, you become eligible under another employer's plan death or plans for medical, dental or group life insurance benefitsthe Date of Termination specified in the Notice of Termination, as the case may be, shall be paid when due under those plans. (d) In the event of a termination pursuant to Section 8(f) hereof, compensation provided for herein (including Base Compensation and an Annual Bonus) shall continue to be paid, and Employee shall continue to participate in the employee benefit, retirement, compensation plans and other perquisites as provided in Section 5 hereof, through the Date of Termination specified in the Notice of Termination, and any benefits payable under insurance, health, retirement and bonus plans as a result of Employee’s participation in such plans through the Date of Termination specified in the Notice of Termination shall be paid when due under such plans. Your eligibility In addition, Employee shall be entitled to continue to receive from Employer, for "COBRA" continuation coverage under twelve (12) months from the Date of Termination, Base Compensation at the rate in effect at the time of termination, payable in accordance with Employer’s standard payment practices then existing. (e) Employer will permit Employee or Employee’s personal representative(s) or heirs, during a period of ninety (90) days following the Date of Termination of Employee’s employment by Employer (as specified in the Notice of Termination) for the reasons set forth in Section 4980B 8(b), 8(d), 8(e) or 8(f) hereof, to purchase all of the Internal Revenue Code stock of 1986Employer that would be issuable under all outstanding stock options, as amended (the "Code") shall commence immediately following the end of the Severance Period if any, previously granted by Employer to Employee under any Employer stock option plan then in effect, whether or upon the cessation of your medical benefits from the Company pursuant not such options are then exercisable, at a cash purchase price equal to the preceding sentence, purchase price as applicableset forth in such outstanding stock options.

Compensation Upon Termination. 2.1 2.1. If your employment shall be terminated pursuant and you are entitled to a Qualifying Termination, benefits under Section 1 of this Agreement then you shall receive the following payments and benefits for benefits: 2.1.1. the one-year period Company shall pay to you in a lump sum within ten days following the Date of Termination, if Termination (a) your grade level is 19 or 20 (or base salary unpaid through the equivalent) Date of Termination at the rate in effect as of your the time of Notice of Termination and (b) an amount equal to the value as of the Date of Termination, and for Termination of the two-year period deferred portion of any bonus which has been declared but is unpaid under any incentive compensation plan or program of the Company then in effect; 2.1.2. the Company shall pay to you as severance pay in a lump sum within thirty days following the Date of Termination, if your grade level is 21 or above (or Termination an amount equal to the equivalent) as product of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) the sum of your highest annual base salary in effect at any time during the twelve (12-) month period immediately prior to the Date of Termination, plusmultiplied by 2.99; and (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs2.1.3. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your the continued benefit of you for three years after the Severance PeriodDate of Termination, or, if sooner, until you are employed in a full-time capacity by another employer, all medical, dental non-cash health and group life insurance welfare plans and programs (excluding 401(k) or any employee bonus plans and programs or retirement plans or programs) in which you participated immediately prior to the Date of Termination, Termination provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination provisions of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansand programs. In the event that your participation in any such welfare plan or program is barred or in the event that your participation in any such plan would have adverse consequences for youbarred, the Company shall arrange to provide you with benefits substantially similar to those which you would have been are entitled to receive under such welfare plans had your participation not been barred and programs at no cost to you. At the end of the period of coverage, you shall have the option to have assigned to you at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Company and relating to specifically to you. 2.2. Notwithstanding Section 1, the respective obligations of, and benefits afforded to, the Company and you as provided in this Section 2, shall survive termination of this Agreement. 2.3. No compensation or had you not potentially suffered such adverse consequences. The continued coverage benefits shall be due under this Agreement in the event your employment is terminated by you or the Company in circumstances other than those described in Section 2.2 shall apply 1.1, including but not limited to each of your eligible dependents who are participating a termination by you for any reason other than Good Reason, a termination by the Company for Cause, Disability, or death, or any termination that does not occur within twelve months following a Change in such welfare plans as Control. 2.4. To the extent that any or all of the Date payments and benefits provided for in this Agreement constitute "parachute payments" within the meaning of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B 280G of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following and, but for this Section 2.4 would be subject to the end excise tax imposed by Section 4999 of the Severance Period Code, the aggregate amount of such payments and benefits shall be reduced such that the present value thereof (as determined under the Code and applicable regulations) is equal to 2.99 times the Executive's "base amount" (as defined in the Code). The determination of any reduction of any payment or upon the cessation of your medical benefits from the Company under Section 2 pursuant to the preceding sentenceforegoing provision shall be made by a nationally recognized public accounting firm chosen by the Company in good faith, as applicableand such determination shall be conclusive and binding on the Company and you.

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "“Severance Period"”): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's ’s discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's ’s plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "“COBRA" ” continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "“Code"”) shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicable. 2.3 If your employment shall be terminated pursuant to a Qualifying Termination, then you shall receive a lump sum payment within ten (10) business days following the Date of Termination equal to the product of (a) your annual target bonus for the fiscal year in which your Date of Termination occurs and (b) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365. 2.4 If your employment shall be terminated for Cause, the Company shall pay you your base salary earned through the Date of Termination, and the Company shall have no further obligations to you under this Agreement. In addition, if your employment shall be terminated for Cause and you are a participant in The Reader’s Digest Association, Inc. Executive Cash Balance Plan (the “Executive Cash Balance Plan”) immediately prior to your Date of Termination, you will not be entitled to and will forfeit any benefits under Executive Cash Balance Plan. For purposes of this Agreement, “Cause” shall mean termination of your employment occurring by reason of your: (a) embezzlement; (b) chronic unexcused absence; (c) proven dishonesty; (d) fraud; (e) conviction of, or plea of guilty or nolo contendere to, a felony or another charge involving moral turpitude; (f) improper communication of confidential information obtained in the course of employment; or (g) material violation of Company rules, including but not limited to a material violation of the Company’s Proprietary and Confidential Information Policy or a material violation of the Company’s Ethical, Legal and Business Conduct Policies or an action that would have constituted a material violation of such Policy or Ethical, Legal and Business Conduct Policies if you had continued to be employed by the Company. The determination of whether Cause has occurred shall be solely in the discretion of the Company’s Chief Executive Officer, with the advice of the Company’s Senior Vice President, Human Resources and the Company’s General Counsel.

Compensation Upon Termination. 2.1 If your In the event of the termination of the Executive’s employment shall be terminated with the Bank pursuant to a Qualifying TerminationSection 4 hereof, you the Bank shall receive the following payments continue to pay compensation and benefits for to the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) Executive as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"):follows: (a) your highest annual base salary In the event of a termination pursuant to Section 4(a)(v)(2) or Section 4(a)(vi) hereof, compensation provided for herein shall continue to be paid, and the Executive shall continue to participate in effect at any time during the 12-month period immediately prior to employee benefit, retirement, compensation plans and other perquisites as provided in Section 3 hereof, through and including the date of termination specified in the Notice of Termination (the “Date of Termination”). Any benefits payable under insurance, health, retirement and bonus plans as a result of the Executive’s participation in such plans through the Date of Termination, plusTermination shall be paid when due under such plans. (b) In the higher event of a termination pursuant to Section 4(a)(iv) or Section 4(a)(v)(1) hereof, compensation provided for herein shall continue to be paid to the Executive through the end of Term so long as the Executive is not in breach of the following: (i) terms and conditions of Section 7 hereof; provided, however, that the highest amount paid to you under Executive’s participation in all of the Annual Incentive Planemployee benefit, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus awardretirement, if any, under the Annual Incentive Plan for the fiscal year compensation plans and other perquisites as provided in which Section 3 hereof shall terminate on the Date of Termination occursunless otherwise required by applicable law. The aggregate amount of severance Notwithstanding the proviso in the immediately preceding sentence, any benefits payable under this Section 2.1 insurance, health, retirement and bonus plans as a result of the Executive’s participation in such plans through the Date of Termination shall be paid when due under such plans. (c) In the event of a termination pursuant to Section 4(a)(ii) or Section 4(a)(iii) hereof, compensation provided for herein shall continue to be paid, and Executive shall continue to participate in equal installments on a bi-weekly basisthe employee benefit, commencing upon retirement, and compensation plans and other perquisites as provided in Section 3 hereof, (i) in the event of Executive’s death, through the date of death, or (ii) in the event of Executive’s Disability, through the Date of Termination. 2.2 If your employment shall be terminated Termination pursuant to Section 4(a)(iii) hereof. Any benefits payable under insurance, health, retirement and bonus plans as a Qualifying Termination, result of Executive’s participation in such plans through the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to date of death or the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue Termination pursuant to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits4(a)(iii) hereof, as the case may be. Your eligibility for "COBRA" continuation coverage , shall be paid when due under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicablethose plans.

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant and you are entitled to a Qualifying Terminationbenefits under Section 1 of this Agreement then, except as provided in Section 2.2 and 2.3, you shall receive the following payments and benefits for each year of the one-year period following Severance Period (as defined below): 2. 1. 1the Company shall pay to you as severance pay a total amount equal to the Date sum of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus Termination plus (b) the higher of the following: : (i) the highest amount paid to you under The Reader's Digest Association, Inc. Management Incentive Compensation Plan (the "Annual Incentive Plan, ") during the three (3) plan years most recently ended prior to the Date of Termination; or or (ii) your annual the originally approved target bonus amount of the highest award, if any, under the Annual Incentive Plan for the fiscal year in which outstanding on the Date of Termination occursTermination, as such target amount may have been increased prior to the Date of Termination. Any compensation received by you or granted to you in lieu of an amount paid under the Annual Incentive Plan for any one-year period (whether in the form of restricted stock or otherwise) shall be deemed to be an amount paid to you under the Annual Incentive Plan for purposes of this Section. Any compensation receivable by you in lieu of an amount payable under the Annual Incentive Plan for any period shall be deemed to be an additional target amount for purposes of this Section. The amount of any non-cash compensation received or receivable shall be the greater of the fair market value of such compensation on the date of award or the cash amount that would have been received by you in lieu of such non-cash compensation. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-bi- weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the 2.1. 2the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental welfare benefit plans and group life insurance plans programs or arrangements in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible possible under the general terms and conditions of such welfare plans, plans and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansprograms. In the event that your participation in any such welfare plan or program is barred or in the event that your participation in any such plan would have adverse consequences for youbarred, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans and programs had your participation not been barred barred. 2.2 If your employment is terminated by you for "Good Reason" or had if your employment is terminated by the Company other than for "Cause," then the Severance Period shall be the period of two years immediately following the Date of Termination. 2.3 If your employment is terminated for Cause, the Company shall pay you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of base salary through the Date of Termination, unless such dependents cease and the Company shall have no further obligations to remain eligible. Benefits you under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicableAgreement.

Compensation Upon Termination. 2.1 2.1. If your employment shall be terminated pursuant and you are entitled to a Qualifying Terminationbenefits under Section 1 of this Agreement then, except as provided in Subsection 2.2, you shall receive the following payments and benefits for benefits: 2.1.1. the one-year period Company shall pay to you in a lump sum within ten days following the Date of Termination, if Termination (a) your grade level is 19 or 20 (or base salary unpaid through the equivalent) Date of Termination at the rate in effect as of your the time of Notice of Termination and (b) an amount equal to the value as of the Date of Termination, and for Termination of the two-year period deferred portion of any bonus which has been declared but is unpaid under any incentive compensation plan or program of the Company then in effect; 2.1.2. the Company shall pay to you as severance pay in a lump sum within thirty days following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred an amount equal to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the twelve (12-) month period immediately prior to the Date of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; orand (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs2.1.3. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your the continued benefit of you for one year after the Severance PeriodDate of Termination, or, if sooner, until you are employed in a full-time capacity by another employer, all medical, dental non-cash health and group life insurance welfare plans and programs (excluding 401(k) or any employee bonus plans and programs or retirement plans or programs) in which you participated immediately prior to the Date of Termination, Termination provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination provisions of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansand programs. In the event that your participation in any such welfare plan or program is barred or in the event that your participation in any such plan would have adverse consequences for youbarred, the Company shall arrange to provide you with benefits substantially similar to those which you would have been are entitled to receive under such welfare plans had your participation not been barred and programs at no cost to you. At the end of the period of coverage, you shall have the option to have assigned to you at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Company and relating specifically to you. 2.2. Notwithstanding Section 1, the respective obligations of, and benefits afforded to, the Company and you as provided in this Section 2, shall survive termination of this Agreement. 2.3. No compensation or had you not potentially suffered such adverse consequences. The continued coverage benefits shall be due under this Agreement in the event your employment is terminated by you or the Company in circumstances other than those described in Section 2.2 shall apply 1.1, including but not limited to each of your eligible dependents who are participating a termination by you for any reason other than Good Reason, a termination by the Company for Cause, Disability, or death, or any termination that does not occur within twelve months following a Change in such welfare plans as Control. 2.4. To the extent that any or all of the Date payments and benefits provided for in this Agreement constitute "parachute payments" within the meaning of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B 280G of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following and, but for this Section 2.4 would be subject to the end excise tax imposed by Section 4999 of the Severance Period Code, the aggregate amount of such payments and benefits shall be reduced such that the present value thereof (as determined under the Code and applicable regulations) is equal to 2.99 times the Executive's "base amount" (as defined in the Code). The determination of any reduction of any payment or upon the cessation of your medical benefits from the Company under Section 2 pursuant to the preceding sentenceforegoing provision shall be made by a nationally recognized public accounting firm chosen by the Company in good faith, as applicableand such determination shall be conclusive and binding on the Company and you.

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant and you are entitled to a Qualifying Terminationbenefits under Section 1 of this Agreement then, except as provided in Section 2.2 and 2.3, you shall receive the following payments and benefits for each year of the one-year period following the Date of Termination, if your grade level is 19 or 20 Severance Period (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"defined below): 2.1.1 the Company shall pay to you as severance pay a total amount equal to the sum of (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus Termination plus (b) the higher of the following: : (i) the highest amount paid to you under The Reader's Digest Association, Inc. Management Incentive Compensation Plan (the "Annual Incentive Plan, ") during the three (3) plan years most recently ended prior to the Date of Termination; or or (ii) your annual the originally approved target bonus amount of the highest award, if any, under the Annual Incentive Plan for the fiscal year in which outstanding on the Date of Termination occursTermination, as such target amount may have been increased prior to the Date of Termination. Any compensation received by you or granted to you in lieu of an amount paid under the Annual Incentive Plan for any one-year period (whether in the form of restricted stock or otherwise) shall be deemed to be an amount paid to you under the Annual Incentive Plan for purposes of this Section. Any compensation receivable by you in lieu of an amount payable under the Annual Incentive Plan for any period shall be deemed to be an additional target amount for purposes of this Section. The amount of any non-cash compensation received or receivable shall be the greater of the fair market value of such compensation on the date of award or the cash amount that would have been received by you in lieu of such non-cash compensation. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, 2.1.2 the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental welfare benefit plans and group life insurance plans programs or arrangements in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible possible under the general terms and conditions of such welfare plans, plans and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansprograms. In the event that your participation in any such welfare plan or program is barred or in the event that your participation in any such plan would have adverse consequences for youbarred, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans and programs had your participation not been barred barred. 2.2 If your employment is terminated by you for "Good Reason" or had if your employment is terminated by the Company other than for "Cause," then the Severance Period shall be the period of two years immediately following the Date of Termination. 2.3 If your employment is terminated for Cause, the Company shall pay you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of base salary through the Date of Termination, unless such dependents cease and the Company shall have no further obligations to remain eligible. Benefits you under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicableAgreement.

Compensation Upon Termination. 2.1 If a Change in Control occurs during the Term of this Agreement, you shall be entitled to the following benefits upon termination of your employment, provided that such termination occurs during the Term: 4 (a) If your employment ends for any reason, the Company shall be pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any retirement, insurance or other compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement. (b) If your employment by the Company is terminated pursuant to by the Company other than for Cause, either after a Qualifying TerminationChange in Control or no more than 90 days before a Change in Control and such Change in Control occurs, or if you terminate your employment for Good Reason after a Change in Control, you shall receive be entitled, subject to the provisions of Section 5, hereof, and your execution (and non-revocation) of a general release in favor of the Company and its subsidiaries substantially in the form attached hereto as Exhibit A no later than thirty (30) days (or such longer period of consideration as may be required by applicable law) following such termination of employment, to the benefits provided below (collectively the “Severance Benefits”): (i) the Company shall pay you a pro rata annual bonus equal to your accrued annual bonus through the Date of Termination or, if such amount is not determinable, an amount equal to a pro rata portion of your target annual bonus through the Date of Termination; (ii) in lieu of any further salary payments and benefits to you for the one-year period following periods after the Date of Termination, if your grade level is 19 or 20 (or A) in the equivalent) as of your Date of Termination, and for the two-year period following event the Date of TerminationTermination occurs on or prior to December 31, if your grade level is 21 or above (or 2019, the equivalent) as Company shall pay you a lump sum severance payment equal to the Severance Multiplier times the greater of your annual rate of base salary in effect on the Date of Termination or your annual rate of base salary in effect immediately prior to the Change in Control or (B) in each casethe event the Date of Termination occurs after December 31, such period2019, as applicable, the Company shall be referred pay you a lump sum severance payment equal to as the "Severance Period"): Multiplier times the sum of (1) the greater of (a) your highest annual rate of base salary in effect at any time during on the 12-month period Date of Termination or (b) your annual rate of base salary in effect immediately prior to the Date of Termination, plus Change in Control and (b2) the higher greater of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (iia) your target annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which effect on the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid or (b) your target annual bonus in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated effect immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such planChange in Control; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, (iii) the Company shall provide pay you with benefits substantially similar an amount equal to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The 24 times the difference between (1) the monthly premium for continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's health plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "“Code"”), i.e., “COBRA,” for the health plan coverage in effect for you and your dependents on the Date of Termination minus (2) the monthly premium for such coverage paid by active employees of the Company; and (iv) the Company shall pay you an amount equal to 24 times the monthly premium that you would pay if you convert your Company-provided life insurance coverage to individual life insurance coverage (regardless of whether you convert to individual coverage). The “Severance Multiplier” shall equal two (2). The amount payable under this Paragraph 4(b) shall commence immediately following the end be in lieu of the Severance Period or upon the cessation of your medical any severance benefits from payable to you by the Company pursuant to under any other severance plan, policy, arrangement or agreement. The amount payable under this Paragraph 4(b) shall be paid in a single cash payment, less applicable income and employment taxes, on the preceding sentence, as applicablefirst payroll date that occurs forty-five (45) days after the Date of Termination.

Compensation Upon Termination. 2.1 If your Upon termination of the Executive's employment during the Term, the Executive shall be terminated pursuant entitled to a Qualifying Termination, you shall receive the following payments and benefits benefits: If the Executive's employment is terminated by the Company for Cause or by the one-year period following Executive other than for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date of Termination, if your grade level is 19 or 20 (or the equivalent) but not paid as of your Date of Terminationthe Termination Date, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the following: including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the highest amount paid 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 you under the Annual Incentive Plan, during the three (3) plan years most recently fiscal year ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for 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 Termination occurs. The aggregate amount of severance payable under this Section 2.1 the Executive's death, then the Executive shall be paid in equal installments on a bi-weekly basis, commencing upon entitled to the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the benefits provided below: The Company shall maintain in full force and effect, for your continued benefit for pay the Severance Period, Executive or his beneficiaries all medical, dental and group life insurance plans in which you participated immediately prior Accrued Compensation; The Company shall pay to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment Executive or termination of such plans during the Severance Period with respect his beneficiaries an amount equal to the active employees may, in Annual Bonus that the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you 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, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365; 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 such welfare 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 the 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 compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") 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 period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to 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 had your participation not been barred ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or had you not potentially suffered such adverse consequences(B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. The continued As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 2.2 5(c)(iv), the Executive shall apply be eligible to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease elect to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for 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 4980B 409A of the Internal Revenue 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 1986any Severance Amounts are delayed as a result of the previous sentence, as amended (on the "Code") shall commence immediately first day following the end of the Severance Period or upon the cessation of your medical benefits from six-month period, the Company pursuant will pay the Executive a lump-sum amount equal to the preceding sentence, cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the 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 applicableprovided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect.

Compensation Upon Termination. 2.1 If In the event that this Agreement shall terminate: a. Pursuant to Section 5(a) or (b), you or your employment estate shall be terminated pursuant entitled to a Qualifying Termination, you shall receive the following payments (i) all accrued and benefits for the one-year period following unpaid annual base salary earned through the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred plus an amount equal to as the "Severance Period"): (a) your highest one year's annual base salary at the rate then in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or plus (ii) your annual target bonus award, if any, bonuses under the Annual Incentive Plan Bonus Plans for the fiscal calendar year in which the Date of Termination occurs. The aggregate occurs ("Termination Year Target Bonuses") plus an amount equal to your Termination Year Target Bonuses multiplied by a fraction, the numerator of severance which is the number of days from the start of the calendar year during which the Date of Termination occurs and the denominator of which is 365 plus (iii) all other amounts or benefits due under any Executive Compensation Plans or fringe benefit plans in which you then participate in accordance with the terms thereof then in effect. b. Pursuant to Section 5(c), you shall be entitled to receive your accrued and unpaid annual base salary through the Date of Termination plus any amounts or benefits payable under the Bonus Plans, Executive Compensation Plans or fringe benefit plans in which you then participate in accordance with the terms thereof then in effect. c. Pursuant to Section 5(d) or (e), you shall be entitled to receive (i) your full annual base salary through the Expiration Date at the rate in effect on the Date of Termination, plus (ii) your Target Bonuses, under all the Bonus Plans then in effect, for the calendar year in which the Date of Termination occurs together with your target bonus for any other bonus plans then in effect (collectively, the "Bonus Amount") plus an amount equal to 105% of the Bonus Amount for each succeeding calendar year or part thereof (on a pro rated basis) through the Expiration Date, plus (iii) continuation of your participation in all Executive Compensation Plans and fringe benefit plans then in effect including medical and hospitalization insurance through the Expiration Date, (iv) plus, if the termination occurs following a Change in Control or other event that would subject the amounts payable under this subsection (c) to excess parachute taxes or similar excise taxes under Section 2.1 280 G of the Internal Revenue Code, a tax gross-up payment in a sufficient amount so that the amounts you retain of payments under clauses (i), (ii) and (iii) above are no less than the amounts you would have retained after the payment of all normal withholdings including normal income taxes but before the payment of "excess parachute taxes" and similar excise taxes under Section 280 G of the Internal Revenue Code that may be payable as a result of the Change in Control or other such event having occurred prior to the Date of Termination and (vi) all of your unvested benefits under "Executive Compensation Plans" including unvested stock options shall vest in full and you shall have 365 days from the Date of Termination to exercise any stock options you hold; provided, however that in no event shall the amounts payable to you under clauses (i), (ii) and (iii) above be less than the amounts payable under subsection (a), clauses (i), (ii) and (iii) of this Section 6. d. All payments under Section 6(c) shall be paid in equal installments on a bi-weekly basislump sum, commencing upon less applicable withholdings, within 15 days after the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicable.

Compensation Upon Termination. 2.1 Following a Change in Control, upon termination of your employment during the term of this Agreement you shall be entitled to the following benefits: (a) During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, until your employment is terminated pursuant to Subsection 3(a) hereof. Thereafter, your benefits shall be determined in accordance with the Company's long-term disability, retirement, insurance, and other applicable programs and plans then in effect. (b) If your employment shall be terminated pursuant by the Company for Cause, or by you other than for Good Reason, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given or on the Date of Termination if no Notice of Termination is required hereunder, plus all other amounts to a Qualifying Terminationwhich you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement. (c) If your employment terminates by reason of your Mandatory Retirement, or by reason of your death, your benefits shall be determined in accordance with the Company's retirement, survivor's benefits, insurance, and other applicable programs and plans then in effect. (d) If your employment by the Company shall be terminated (i) by the Company for any reason other than Cause, Mandatory Retirement or Disability, or (ii) by you for Good Reason, you shall receive be entitled to the benefits, to be funded from the general assets of the Company, provided below: (A) the Company shall pay you your full base salary through the Date of Termination at the rate in effect immediately prior to the occurrence of the circumstances giving rise to the Notice of Termination given in respect thereof; (B) the Company will pay as severance benefits to you, not later than 30 days following payments the Date of Termination, a lump sum severance payment equal to two times the sum of (i) your annual base salary in effect immediately prior to the occurrence of the circumstances giving rise to the Notice of Termination given in respect thereof, and (ii) annual target bonus potential available to you at the time Notice of Termination is given or immediately prior to the date of the Change in Control, whichever is greater (or if there is no such target bonus, the bonus earned in the last fiscal year prior to the Change in Control); (C) for a 24-month period after the Date of Termination, the Company will arrange to provide you with welfare benefits for (including life and health insurance benefits), perquisites and other employee benefits of substantially similar design and cost (to you) as the one-year welfare benefits, perquisites and other employee benefits available to you immediately prior to the Notice of Termination; but benefits otherwise receivable by you pursuant to this Subsection 4(d)(C) shall be reduced to the extent comparable benefits are actually received by you during the 24month period following the Date of Termination, if your grade level is 19 and any such benefits actually received by you shall be reported to the Company; and (D) the full amount of any long-term incentive award for any plan periods then in progress to the extent not provided for in such plan or 20 plans. (or the equivalente) as of your Date of Termination, and The payments provided for the two-year period in Subsection 4(d) above shall be made not later than 30 days following the Date of Termination; provided, however, that if your grade level is 21 the amounts of such payments cannot be finally determined on or above (or the equivalent) as of your Date of Termination (in each case, before such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Terminationday, the Company shall maintain pay to you on such day an estimate as determined in full force and effect, for your continued benefit for good faith by the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to Company of the Date of Termination, provided that your continued participation is permissible under the general terms and conditions minimum amount of such welfare plans, payments and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination shall pay the remainder of such plans during payments (together with interest from the Severance Period with respect to date of such estimated payment at the active employees may, rate provided in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code")) shall commence immediately following as soon as the end amount thereof can be determined- but in no event later than 45 days after the Date of Termination. In the event that the amount of the Severance Period or upon estimated payment exceeds the cessation of your medical benefits amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you payable no later than 30 days after demand by the Company (together with interest from the date of such estimated payment at the rate provided in Section 1274(b)(2)(B) of the Code). (f) The Company pursuant shall also pay to you any reasonable legal fees and expenses incurred by you as a result of successful litigation against the preceding sentenceCompany for nonpayment of any benefit claimed under this Agreement. If you utilize arbitration to resolve any such dispute, the Company will pay any reasonable legal fees and expenses incurred by you in connection therewith. (g) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise, except as set forth in Subsection 4(d)(C) hereof. (i) In addition to all other amounts payable to you under this Section 4 you shall be entitled to receive all benefits payable or distributable to you under any Company pension plan, and any other plan or agreement relating to retirement benefits, as applicablewell as all amounts for unused vacation in accordance with standard Company policy. (j) It is intended that base salary, amounts calculated with reference to base salary and incentive awards are to be based on such salary and objectives established in good faith and, as a principle, kept current as of the Date of Termination, without reduction by the Company prior to such Date of Termination for the primary purpose of reducing the benefit to you under this Agreement.

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant and you are entitled to a Qualifying Terminationbenefits under Section 1 of this Agreement then, except as provided in Section 2.2 and 2.3, you shall receive the following payments and benefits for each year of the one-year period following the Date of Termination, if your grade level is 19 or 20 Severance Period (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"defined below): 2.1.1 the Company shall pay to you as severance pay a total amount equal to the sum of (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus Termination plus (b) the higher of the following: : (i) the highest amount paid to you under The Reader's Digest Association, Inc. Management Incentive Compensation Plan (the "Annual Incentive Plan, ") during the three (3) plan years most recently ended prior to the Date of Termination; or or (ii) your annual the originally approved target bonus amount of the highest award, if any, under the Annual Incentive Plan for the fiscal year in which outstanding on the Date of Termination occursTermination, as such target amount may have been increased prior to the Date of Termination. Any compensation received by you or granted to you in lieu of an amount paid under the Annual Incentive Plan for any one-year period (whether in the form of restricted stock or otherwise) shall be deemed to be an amount paid to you under the Annual Incentive Plan for purposes of this Section. Any compensation receivable by you in lieu of an amount payable under the Annual Incentive Plan for any period shall be deemed to be an additional target amount for purposes of this Section. The amount of any non-cash compensation received or receivable shall be the greater of the fair market value of such compensation on the date of award or the cash amount that would have been received by you in lieu of such non-cash compensation. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-bi- weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, 2.1.2 the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental welfare benefit plans and group life insurance plans programs or arrangements in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible possible under the general terms and conditions of such welfare plans, plans and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansprograms. In the event that your participation in any such welfare plan or program is barred or in the event that your participation in any such plan would have adverse consequences for youbarred, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans and programs had your participation not been barred barred. 2.2 If your employment is terminated by you for "Good Reason" or had if your employment is terminated by the Company other than for "Cause," then the Severance Period shall be the period of two years immediately following the Date of Termination. 2.3 If your employment is terminated for Cause, the Company shall pay you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of base salary through the Date of Termination, unless such dependents cease and the Company shall have no further obligations to remain eligible. Benefits you under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicableAgreement.

Compensation Upon Termination. 2.1 Following a Change in Control, upon Separation from Service, you shall be entitled to the following benefits. (i) If your employment shall be terminated pursuant to a Qualifying Terminationfor Cause or your death, the Company shall, or shall cause the Bank to, pay you shall receive the following payments and benefits for the one-year period following your full Base Salary through the Date of TerminationTermination as the rate in effect at the time Notice of Termination is given, if your grade level is 19 or 20 (or plus all other amounts to which you are entitled under any compensation plan at the equivalent) as time such ▇▇▇▇▇ ▇▇▇▇▇▇ As of your Date of TerminationAugust 6, 2019 Page2 payments are due, and the Company and the Bank shall have no further obligations to you under this Agreement. (ii) If your employment by the Bank shall be terminated (1) by the Bank other than for Cause or Disability or (2) by you for Good Reason, then you shall be entitled to the two-year period following benefits provided below: (A) The Company shall, or shall cause the Bank to, pay you your full Base Salary through the Date of Termination, if your grade level is 21 or above (or Termination at the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan at the time during such payments are due. (B) The Company shall, or shall cause the 12-month period immediately prior Bank to, pay you, in lieu of any further salary or bonus payments to you for periods subsequent to the Date of Termination, plusa lump sum severance payment (the “Severance Payment”) equal to the product of (I) your Final Average Compensation multiplied by (II) two (2), (bC) Any Severance Payment shall be made not later than the higher of the following: fifth (i5th) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to day following the Date of Termination; orprovided, however, that notwithstanding anything contained herein to the contrary, if you are a Specified Employee at the time of your Separation from Service, the Company shall, or shall cause the Bank to, pay you the Severance Payment in a lump sum on the earlier of (I) the first (1st ) business day that is six (6) months and one (1) day following the date of your Separation from Service or (II) the date of your death, but only to the extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). (iiiii) your annual target bonus award, if any, under the Annual Incentive Plan Unless you are terminated for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If Cause or you terminate your employment shall be terminated pursuant to a Qualifying Terminationother than for Good Reason, the Company shall cause the Bank to maintain in full force and effect, effect for your continued benefit for the Severance Period, a period of up to one (I) year all medical, dental employee welfare benefit plans and group life insurance plans programs or arrangements in which you participated are entitled to participate at any time within the six (6) months immediately prior to the Date Notice of Termination, provided that your continued participation is permissible possible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination provisions of such plans during and programs and that such continuation does not cause the Severance Period with respect Bank’s group health or dental coverage to the active employees may, in the Company's discretion, modify your violate any applicable non­ discrimination laws. Benefits continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 3(iii) shall apply be paid by you. Benefits otherwise receivable by you pursuant to each this Section 3(iii) shall be reduced to the extent comparable benefits are actually received by you from sources other than the Company or the Bank during the one (1)-year period following your termination, and any such benefits actually received by you shall be reported to the Company. (iv) You shall not be required to mitigate the amount of your eligible dependents who are participating any payment provided for in such welfare plans this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 3 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, unless such dependents cease to remain eligible. Benefits under or otherwise except as specifically provided in this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicable3.

Compensation Upon Termination. 2.1 If a Change in Control occurs and your employment shall be is subsequently terminated pursuant during the Term of this Agreement as set forth in Section 1 under the circumstances described in Section 3 that entitle you to a Qualifying Terminationbenefits under this Agreement, then: (a) The Company will continue to provide medical and dental insurance coverage to you shall receive the following and your dependents at Company expense which is comparable in benefits, deductibles, co-payments and benefits for other terms, to the one-year period following coverage which you had (i) immediately prior to the Change in Control or (ii) as of the Date of Termination, if whichever is better in your grade level is 19 sole discretion, and this coverage will continue until the earlier of (A) the second anniversary of the Date of Termination and (B) such time as you become eligible to join a comparable plan sponsored by another employer, including self-employment (the “Welfare Benefits Continuation Period”). Such coverage shall be credited against the time period that you and your dependents are entitled to receive continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). During the Welfare Benefits Continuation Period, (i) the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year, and (ii) the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Your rights pursuant to this Section 5(a) shall not be subject to liquidation or 20 exchange for another benefit. (or b) Provided that you are eligible to participate in the equivalent) Company’s Retiree Medical Plan as of your Date of Termination, and for the two-year period following the Date of Termination, if after the cessation of benefits described in Section 5(a) above, the Company will provide retiree medical coverage for you and your grade level dependents which is 21 comparable in benefits and in participant contributions, deductibles, co-payments and other terms to the coverage provided by the Company's retiree medical plan in effect (i) immediately prior to the Change in Control or above (or the equivalentii) as of your the Date of Termination Termination, whichever is better in your sole discretion (with a coordination of benefits clause comparable to the clause used in each caseconnection with the relevant retiree medical plan). The Company shall continue to provide the benefits, if any, under this Section 5(b) for so long as permitted under the Company’s Retiree Medical Plan. During the time that such periodretiree medical benefits are provided, as applicable(i) the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year, and (ii) the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Your rights pursuant to this Section 5(b) shall not be referred subject to as liquidation or exchange for another benefit. (c) Subject to your signing and non-revocation of the "Severance Period"release required by Section 15 hereof, the Company shall pay to you the following amounts in one lump-sum payment in cash on the 30th day after the Date of Termination, unless a later payment date is required by Section 9(c) or Section 5(c)(iii): (ai) your highest annual full base salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given, plus an amount in cash equal to the value of any time during vacation earned but not taken (based upon such rate of base salary); (ii) to the 12extent not already paid, your full prior-month period immediately year short-term annual incentive compensation (in the amount determined prior to the Date of Termination, plus (b) the higher of the following: (i) the highest or if such amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation has not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans determined as of the Date of Termination, unless an amount not less than the higher of (x) your actual short-term annual incentive compensation amount for the year before such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease prior-year or (y) your target short-term annual incentive compensation amount for such prior-year); (iii) if and to the extentDate of Termination occurs during the same plan year in which the Change in Control occurs, by virtue your short-term annual incentive compensation target amount on the Date of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefitsTermination, as if the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B performance goals applicable to such amount have been fully satisfied (i.e., achieved at 100% of target, or, if determinable, achieved at the actual level); provided that such compensation will be prorated to reflect the number of days that have elapsed as of the Internal Revenue Code Date of 1986, as amended (Termination since the "Code") shall commence immediately following beginning of such year; or if the Date of Termination occurs after the end of the Severance Period or plan year in which the Change in Control occurs, then your short-term annual incentive compensation that is based on the Company’s actual performance achievement of the financial metrics under the short-term annual incentive compensation plan applicable to all participants in such plan, such as absolute and relative return on investment; provided that such compensation will be prorated to reflect the number of days that have elapsed as of the Date of Termination since the beginning of such year; plus (iv) a termination payment equal to the product of "2" times the sum of (I) your annualized base salary as of the Date of Termination and (II) your target short-term annual incentive compensation amount in effect as of your Date of Termination. The lump-sum payment under this Section 5(c)(iv) shall be deposited in a “rabbi trust” upon the cessation execution of your medical benefits from any merger, stock purchase, asset purchase or similar agreement that, upon the consummation of the transactions contemplated thereunder, would result in a Change in Control. (d) The Company shall pay to you in one lump-sum payment in cash within 30 days after the Date of Termination, unless a later payment date is required by Section 9, the highest, as determined by an accounting firm selected by the Company prior to the Change in Control, of: (i) your benefits pursuant to the preceding sentencePension Restoration Plan for Salaried Employees, payable under the terms of such plan, as applicableif there had been a Change in Control; (ii) your benefits pursuant to the Pension Restoration Plan for Salaried Employees, as if there had not been a Change in Control and as if you were credited with 2 years of additional age and 2 years of additional service; or (iii) your benefits pursuant to the Retirement Plan of International Paper Company in effect immediately prior to the Change in Control, as if you were credited with 2 years of additional age and 2 years of additional service, or, if your employment with the Company commenced after June 30, 2004, your benefits under the Retirement Savings Account with 2 additional years of Company contributions. (e) All forfeiture provisions, transfer restrictions and any other restrictions applicable to any such Replacement Award shall immediately lapse in their entirety and all such awards shall be fully and immediately payable.

Compensation Upon Termination. 2.1 (a) If (1) any of the events constituting a Change in Control of the Company shall have occurred during the Term and (2) your employment with the Company is terminated within 12 months after such Change in Control of the Company, you shall be entitled to the benefits set forth in this Section 4(a): (i) During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive base salary and all other earned or accrued compensation at the rate in effect at the commencement of any such period (offset by all compensation payable to you under the Company's disability plan or program or other similar plan during such period) until your employment is terminated pursuant to Section 3(b)(i) hereof. Thereafter, or in the event your employment is terminated by reason of death, your benefits shall be determined under the Company's long-term disability, retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs. (ii) If your employment shall be terminated pursuant by the Company for Cause or by you other than for Good Reason, the Company shall pay you your full base salary and all other earned or accrued compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is given, plus all other amounts to a Qualifying Terminationwhich you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement. (iii) If your employment by the Company should be terminated by the Company other than for Cause or Disability or if you should terminate your employment for Good Reason, then you shall receive be entitled to the following benefits below: (A) the Company shall pay you your full base salary and all other earned or accrued compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments and benefits are due and, in lieu of further salary payments for the one-year period following periods subsequent to the Date of Termination, if your grade level is 19 or 20 the Company will pay you a lump sum cash payment as severance pay (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance PeriodPayment"): ) in an amount equal to your total cash compensation (aincluding salary, bonus and commissions) your highest annual base salary in effect at any time during for the 12-12 month period immediately prior to the Date of Termination, plus. (bB) The payments provided for in subsection (A) above shall be made not later than the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to tenth day following the Date of Termination; or (ii) your annual target bonus awardprovided, however, that, if any, under the Annual Incentive Plan for the fiscal year in which the Date amounts of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall such payments cannot be paid in equal installments finally determined on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Terminationor before such day, the Company shall maintain pay to you on such day an estimate, as determined in full force and effectgood faith by the Company, for your continued benefit for of the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions minimum amount of such welfare plans, payments and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination shall pay the remainder of such plans during payments (together with interest at the Severance Period with respect to the active employees may, rate provided in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code")) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you, payable on the fifth day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). (C) For a 12-month period after the Date of Termination, the Company shall arrange to provide you with life, disability, accident and health insurance benefits substantially similar to those which you received immediately prior to the Date of Termination and at the same cost to you (if any) as in effect immediately prior to the Date of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this Section 4(a)(iii)(C) if an equivalent benefit is actually received by you from another employer during the 12-month period after the Date of Termination and any such benefit actually received by you shall be reported to the Company. (D) You shall not be required to mitigate the amount of any payment provided for in this Section 4(a) by seeking other employment or otherwise, nor, except as provided in the second sentence of Section 4(a)(iii)(C) hereof, shall the amount of any payment or benefit provided for in this Section 4(a) be reduced by any compensation earned by you as a result of employment by another employer, by retirement benefits or by offset against any amount claimed to be owed by you to the Company or otherwise. (iv) The Severance Payment under this Section 4(a) shall commence immediately following be made without regard to whether the end deductibility of such payments (or any other "parachute payments," as that term is defined in Section 280G of the Severance Period Code, to or upon for your benefit) would be limited or precluded by Section 280G and without regard to whether such payments (or any other "parachute payments" as so defined) would subject you to the cessation federal excise tax levied on certain "excess parachute payments" under Section 4999 of the Code; provided that if the total of all "parachute payments" to or for your medical benefits from benefit, after reduction for all federal taxes (including the Company pursuant tax described in Section 4999 of the Code, if applicable) with respect to such payments (the "Total After-Tax Payments"), would be increased by the limitation or elimination of any payment under this Section 4(a) or the limitation or elimination of any other "parachute payments", amounts payable under this Section 4(a) or the amounts of any other "parachute payments" shall be reduced to the extent, and only to the extent, necessary to maximize the Total After-Tax Payments. The determination as to whether and to what extent payments under this Section 4 or the amounts of any other "parachute payments" are required to be reduced in accordance with the preceding sentence shall be made at the Company's expense by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or by such other certified public accounting firm as the Board may designate prior to a Change in Control of the Company. In the event of any underpayment or overpayment under this Section 4(a) or any underpayment or overpayment of any other "parachute payment" as determined by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co.(or such other firm as may have been designated in accordance with the preceding sentence), the amount of such underpayment or overpayment shall forthwith be paid to you or refunded to the Company, as applicablethe case may be, with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. (b) If any of the events constituting a change of control of the Company shall have occurred during the Term (i) the options granted to you on September 7, 1995 and evidenced by the Non-statutory Stock Option Agreement, dated as of September 7, 1995, shall fully vest and (ii) 50% of the unvested portion of the options granted to you on March 20, 1996 and evidenced by the Incentive Stock Option Agreement, dated as of March 20, 1996, shall fully vest.

Compensation Upon Termination. 2.1 If a Change in Control occurs and your employment shall be is subsequently terminated pursuant during the Term of this Agreement as set forth in Section 1 under the circumstances described in Section 3 that entitle you to a Qualifying Terminationbenefits under this Agreement, then: (a) The Company will continue to provide medical and dental insurance coverage to you shall receive the following and your dependents at Company expense which is comparable in benefits, deductibles, co-payments and benefits for other terms, to the one-year period following coverage which you had (i) immediately prior to the Change in Control or (ii) as of the Date of Termination, if whichever is better in your grade level is 19 sole discretion, and this coverage will continue until the earlier of (A) the second anniversary of the Date of Termination and (B) such time as you become eligible to join a comparable plan sponsored by another employer, including self-employment (the “Welfare Benefits Continuation Period”). Such coverage shall be credited against the time period that you and your dependents are entitled to receive continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). During the Welfare Benefits Continuation Period, (i) the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year, and (ii) the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Your rights pursuant to this Section 5(a) shall not be subject to liquidation or 20 exchange for another benefit. (or b) Provided that you are eligible to participate in the equivalent) Company’s Retiree Medical Plan as of your Date of Termination, and for the two-year period following the Date of Termination, if after the cessation of benefits described in Section 5(a) above, the Company will provide retiree medical coverage for you and your grade level dependents which is 21 comparable in benefits and in participant contributions, deductibles, co-payments and other terms to the coverage provided by the Company’s retiree medical plan in effect (i) immediately prior to the Change in Control or above (or the equivalentii) as of your the Date of Termination Termination, whichever is better in your sole discretion (with a coordination of benefits clause comparable to the clause used in each caseconnection with the relevant retiree medical plan). The Company shall continue to provide the benefits, if any, under this Section 5(b) for so long as permitted under the Company’s Retiree Medical Plan. During the time that such periodretiree medical benefits are provided, as applicable(i) the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year, and (ii) the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Your rights pursuant to this Section 5(b) shall not be referred subject to as liquidation or exchange for another benefit. (c) Subject to your signing and non-revocation of the "Severance Period"release required by Section 15 hereof, the Company shall pay to you the following amounts in one lump-sum payment in cash on the 30th day after the Date of Termination, unless a later payment date is required by Section 9(c) or Section 5(c)(iii): (ai) your highest annual full base salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given, plus an amount in cash equal to the value of any time during vacation earned but not taken (based upon such rate of base salary); (ii) to the 12extent not already paid, your full prior-month period immediately year short-term annual incentive compensation (in the amount determined prior to the Date of Termination, plus (b) the higher of the following: (i) the highest or if such amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation has not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans determined as of the Date of Termination, unless an amount not less than the higher of (x) your actual short-term annual incentive compensation amount for the year before such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease prior-year or (y) your target short-term annual incentive compensation amount for such prior-year); (iii) if and to the extentDate of Termination occurs during the same plan year in which the Change in Control occurs, by virtue your short-term annual incentive compensation target amount on the Date of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefitsTermination, as if the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B performance goals applicable to such amount have been fully satisfied (i.e., achieved at 100% of target, or, if determinable, achieved at the actual level); provided that such compensation will be prorated to reflect the number of days that have elapsed as of the Internal Revenue Code Date of 1986, as amended (Termination since the "Code") shall commence immediately following beginning of such year; or if the Date of Termination occurs after the end of the Severance Period or plan year in which the Change in Control occurs, then your short-term annual incentive compensation that is based on the Company’s actual performance achievement of the financial metrics under the short-term annual incentive compensation plan applicable to all participants in such plan, such as absolute and relative return on investment; provided that such compensation will be prorated to reflect the number of days that have elapsed as of the Date of Termination since the beginning of such year; plus (iv) a termination payment equal to the product of “2” times the sum of (I) your annualized base salary as of the Date of Termination and (II) your target short-term annual incentive compensation amount in effect as of your Date of Termination. The lump-sum payment under this Section 5(c)(iv) shall be deposited in a “rabbi trust” upon the cessation execution of your medical benefits from any merger, stock purchase, asset purchase or similar agreement that, upon the consummation of the transactions contemplated thereunder, would result in a Change in Control. (d) The Company shall pay to you in one lump-sum payment in cash within 30 days after the Date of Termination, unless a later payment date is required by Section 9, the highest, as determined by an accounting firm selected by the Company prior to the Change in Control, of: (i) your benefits pursuant to the preceding sentencePension Restoration Plan for Salaried Employees (or the SERP, if you are a participant in the SERP on your Date of Termination), payable under the terms of such plan, as applicableif there had been a Change in Control; (ii) your benefits pursuant to the Pension Restoration Plan for Salaried Employees (or the SERP, if you are a participant in the SERP on your Date of Termination), as if there had not been a Change in Control and as if you were credited with 2 years of additional age and 2 years of additional service; or (iii) your benefits pursuant to the Retirement Plan of International Paper Company in effect immediately prior to the Change in Control, as if you were credited with 2 years of additional age and 2 years of additional service, or, if your employment with the Company commenced after June 30, 2004, your benefits under the Retirement Savings Account with 2 additional years of Company contributions.

Compensation Upon Termination. 2.1 If a Change in Control occurs during the Term of this Agreement, you shall be entitled to the following benefits upon termination of your employment, provided that such termination occurs during the Term: (a) If your employment ends for any reason, the Company shall be pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any retirement, insurance or other compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement. ​ (b) If your employment by the Company is terminated pursuant to by the Company other than for Cause, either after a Qualifying TerminationChange in Control or no more than 90 days before a Change in Control and such Change in Control occurs, or if you terminate your employment for Good Reason after a Change in Control, you shall receive be entitled, subject to the provisions of Section 5, hereof, and your execution (and non-revocation) of a general release in favor of the Company and its subsidiaries substantially in the form attached hereto as Exhibit A no later than 30 days (or such longer period of consideration as may be required by applicable law) following such termination of employment, to the benefits provided below (collectively the “Severance Benefits”): (i) the Company shall pay you a pro rata annual bonus equal to your accrued annual bonus through the Date of Termination or, if such amount is not determinable, an amount equal to a pro rata portion of your target annual bonus through the Date of Termination; (ii) in lieu of any further salary payments and benefits to you for the one-year period following periods after the Date of Termination, if your grade level is 19 or 20 the Company shall pay you a lump sum severance payment equal to the Severance Multiplier times the sum of (or 1) the equivalent) as greater of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual rate of base salary in effect at any time during on the 12-month period Date of Termination or (b) your annual rate of base salary in effect immediately prior to the Date of Termination, plus Change in Control and (b2) the higher greater of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (iia) your target annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which effect on the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid or (b) your target annual bonus in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated effect immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, Change in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, Control; (iii) the Company shall provide pay you with benefits substantially similar an amount equal to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The 36 times the difference between (1) the monthly premium for continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's health plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "“Code"”), i.e., “COBRA,” for the health plan coverage in effect for you and your dependents on the Date of Termination minus (2) shall commence immediately following the end monthly premium for such coverage paid by active employees of the Severance Period or upon the cessation of your medical benefits from Company; and (iv) the Company pursuant shall pay you an amount equal to 24 times the preceding sentence, as applicablemonthly premium that you would pay if you convert your Company-provided life insurance coverage to individual life insurance coverage (regardless of whether you convert to individual coverage).

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior Subject to the Date provisions of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may4 hereof, in the Company's discretionevent a termination either (1) by the Company for any reason other than on account of Cause, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred death or in the event that your participation in any such plan would have adverse consequences Disability or (2) by you for youGood Reason as described above, the Company shall provide you with benefits the following, provided that you execute and do not revoke the Release (as defined in Section 4): (a) An amount equal to the sum of (i) your Annual Base Salary and (ii) your Annual Bonus (the “Severance Payment”). The Severance Payment shall be paid in substantially similar equal installments on the Company’s regular payroll dates occurring during the twelve (12) month period following your Termination Date. Except if delay is required pursuant to those Section 14 below, the payments will commence within sixty (60) days after your Termination Date, and each successive installment shall be paid on successive payroll dates thereafter for the remainder of such twelve (12) month period. Any payments not paid during the sixty (60) day period shall be paid in a lump sum on the date that the installment payments commence in accordance with the immediately preceding sentence. (b) For up to twelve (12) months following your Termination Date (the “Continuation Period”), you (and where applicable, your spouse and eligible dependents) shall continue to be eligible to receive the medical, dental and vision coverages under the Company plans in which you were participating immediately prior to your Termination Date, in accordance with the terms of the applicable plan documents and subject to such changes to the terms of such plans as the Company determines shall apply to employees of the Company, generally; provided, that in order to receive such coverage for the Continuation Period, you shall be required to pay to the Company, at the same time that premium payments are due for the month, the full monthly premium required by the Company under such plans for continued group healthcare continuation coverage under COBRA and the Company will reimburse to you an amount equal to the monthly payment for such COBRA coverage, less (x) the amount that you would have been required to pay for such coverage if you had been employed by the Company at such time and (y) applicable deductions and withholdings. In the event that either (I) you obtain full-time employment during the Continuation Period and are eligible for coverage under your new employer’s plans, in which case you will notify the Company, or (II) you cease to pay the applicable monthly premium, the Continuation Period shall automatically terminate and the Company shall have no further obligations under this Section 2(b). Except if delay is required pursuant to Section 14 below, the reimbursements will commence within sixty (60) days after your Termination Date and each successive reimbursement shall be paid within thirty (30) days following the date such COBRA payment is due. Any reimbursements not paid during the sixty (60) day period shall be paid in a lump sum on the date that the reimbursements commence in accordance with the immediately preceding sentence. The COBRA continuation period shall run simultaneously with the Continuation Period. In addition, you shall be entitled to (i) any accrued, but unpaid, Annual Base Salary as of your Termination Date, (ii) any accrued, but unused, vacation as of your Termination Date and (iii) any accrued or owing but not yet paid vested benefits under the plans and programs in which you were participating as of your Termination Date, in accordance with the governing terms of such plans and programs (collectively, the “Accrued Benefits”); provided, that you shall not be entitled to receive severance benefits under such welfare plans had your participation not been barred any other Company severance plan, agreement or had you not potentially suffered such adverse consequencesoffer letter. The continued coverage Except as otherwise provided under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as the terms of the Date applicable benefit plans or programs, the Accrued Benefits will be paid within thirty (30) days following the Termination Date. To the extent that you are entitled to any benefits under any other Agreements between you and the Company, including as a result of Termination, unless a Change of Control (as defined in any such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employerAgreement), you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical not be entitled to any benefits from the Company pursuant to the preceding sentence, as applicablehereunder.

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior Subject to the Date provisions of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may4 hereof, in the Company's discretionevent a termination by the Company for any reason other than on account of Cause, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred death or in the event that your participation in any such plan would have adverse consequences Disability or by you for youGood Reason as described above, the Company shall provide you with the following, provided that you execute and do not revoke the Settlement Agreement (as defined in Section 4): (a) An amount (the “Severance Payment”) equal to the sum of (i) your Annual Base Salary and (ii) your Annual Bonus, less any payment received pursuant to clause 16 (Pay In Lieu of Notice) of the Contract of Employment dated as of March 25, 2016 between the Company and you (as may be amended from time to time, the “Employment Agreement”). The Severance Payment shall be paid in substantially equal installments on the Company’s regular payroll dates occurring during the twelve (12) month period following your Termination Date. The payments will commence within sixty (60) days after your Termination Date, and each successive installment shall be paid on successive payroll dates thereafter for the remainder of such twelve (12) month period. Any payments not paid during the sixty (60) day period shall be paid in a lump sum on the date that the installment payments commence in accordance with the immediately preceding sentence. (b) Following your Termination Date, you will receive an amount equal to the annual value of the Company-funded portion of your relevant UK Healthcare benefit as in effect immediately preceding your Termination Date (but prior to taking into account any reduction that constitutes Good Reason). This amount will be paid within sixty (60) days following the Termination Date. In addition, you shall be entitled to (i) any accrued, but unpaid, Annual Base Salary as of your Termination Date, (ii) any accrued, but unused, vacation as of your Termination Date and (iii) any accrued or owing but not yet paid vested benefits substantially similar to those under the plans and programs in which you would have been were participating as of your Termination Date, in accordance with the governing terms of such plans and programs (collectively, the “Accrued Benefits”); provided, that you shall not be entitled to receive severance benefits under such welfare any other Company severance plan, agreement or offer letter. Except as otherwise provided under the terms of the applicable benefit plans had your participation not been barred or had programs, the Accrued Benefits will be paid within thirty (30) days following the Termination Date. To the extent that you not potentially suffered such adverse consequences. The continued coverage are entitled to any benefits under this Section 2.2 shall apply to each the Change of your eligible dependents who are participating in such welfare plans Control Agreement dated as of the Date date hereof (the “Change of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if Control Agreement”) between you and to the extent, by virtue Company as a result of your employment with another employera Change of Control (as defined in the Change of Control Agreement), you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical not be entitled to any benefits from the Company pursuant to the preceding sentence, as applicablehereunder.

Compensation Upon Termination. 2.1 2.1. If your employment shall be terminated pursuant and you are entitled to a Qualifying Terminationbenefits under Section 1 of this Agreement then, except as provided in Subsection 2.2, you shall receive the following payments and benefits for benefits: 2.1.1. the one-year period Company shall pay to you in a lump sum within ten days following the Date of TerminationTermination (a) your base salary unpaid through the Date of Termination at the rate in effect ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, if your grade level is 19 or 20 (or the equivalent) M.D. May 1, 2003 Page 3 as of your the time of Notice of Termination and (b) an amount equal to the value as of the Date of Termination, and for Termination of the two-year period deferred portion of any bonus which has been declared but is unpaid under any incentive compensation plan or program of the Company then in effect; 2.1.2. the Company shall pay to you as severance pay in a lump sum within thirty days following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred an amount equal to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the twelve (12-) month period immediately prior to the Date of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; orand (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs2.1.3. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your the continued benefit of you for one year after the Severance PeriodDate of Termination, or, if sooner, until you are employed in a full-time capacity by another employer, all medical, dental non-cash health and group life insurance welfare plans and programs (excluding 401(k) or any employee bonus plans and programs or retirement plans or programs) in which you participated immediately prior to the Date of Termination, Termination provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination provisions of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansand programs. In the event that your participation in any such welfare plan or program is barred or in the event that your participation in any such plan would have adverse consequences for youbarred, the Company shall arrange to provide you with benefits substantially similar to those which you would have been are entitled to receive under such welfare plans had your participation not been barred and programs at no cost to you. At the end of the period of coverage, you shall have the option to have assigned to you at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Company and relating to specifically to you. 2.2. Notwithstanding Section 1, the respective obligations of, and benefits afforded to, the Company and you as provided in this Section 2, shall survive termination of this Agreement. 2.3. No compensation or had you not potentially suffered such adverse consequences. The continued coverage benefits shall be due under this Agreement in the event your employment is terminated by you or the Company in circumstances other than those described in Section 2.2 shall apply 1.1, including but not limited to each of your eligible dependents who are participating a termination by you for any reason other than Good Reason, a termination by the Company for Cause, disability, or death, or any termination that does not occur within twelve months following a Change in such welfare plans as Control. 2.4. To the extent that any or all of the Date payments and benefits provided for in this Agreement constitute "parachute payments" within the meaning of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B 280G of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following and, but for this Section 2.4 would be subject to the end excise tax imposed by Section 4999 of the Severance Period Code, the aggregate amount of such payments and benefits shall be reduced such that the present value thereof (as determined under the Code and applicable regulations) is equal to 2.99 times the Executive's "base amount" (as defined in the Code). The determination of any reduction of any payment or upon the cessation of your medical benefits from the Company under Section 2 pursuant to the preceding sentenceforegoing provision shall be made by a nationally recognized public accounting firm chosen by the Company in good faith, as applicableand such determination shall be conclusive and binding on the Company and you.

Compensation Upon Termination. 2.1 If a Change in Control occurs during the Term of this Agreement, you shall be entitled to the following benefits upon termination of your employment, provided that such termination occurs during the Term: (a) If your employment ends for any reason, the Company shall be pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any retirement, insurance or other compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement. (b) If your employment by the Company is terminated pursuant to by the Company other than for Cause, either after a Qualifying TerminationChange in Control or no more than 90 days before a Change in Control and such Change in Control occurs, or if you terminate your employment for Good Reason after a Change in Control, you shall receive be entitled, subject to the provisions of Section 5, hereof, and your execution (and non-revocation) of a general release in favor of the Company and its subsidiaries substantially in the form attached hereto as Exhibit A no later than thirty (30) days (or such longer period of consideration as may be required by applicable law) following such termination of employment, to the benefits provided below (collectively the “Severance Benefits”): (i) the Company shall pay you a pro rata annual bonus equal to your accrued annual bonus through the Date of Termination or, if such amount is not determinable, an amount equal to a pro rata portion of your target annual bonus through the Date of Termination; (ii) in lieu of any further salary payments and benefits to you for the one-year period following periods after the Date of Termination, if your grade level is 19 or 20 the Company shall pay you a lump sum severance payment equal to the Severance Multiplier times the sum of (or 1) the equivalent) as greater of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual rate of base salary in effect at any time during on the 12-month period Date of Termination or (b) your annual rate of base salary in effect immediately prior to the Date of Termination, plus Change in Control and (b2) the higher greater of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (iia) your target annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which effect on the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid or (b) your target annual bonus in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated effect immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, Change in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, Control; (iii) the Company shall provide pay you with benefits substantially similar an amount equal to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The 24 times the difference between (1) the monthly premium for continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's health plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "“Code"”), i.e., “COBRA,” for the health plan coverage in effect for you and your dependents on the Date of Termination minus (2) shall commence immediately following the end monthly premium for such coverage paid by active employees of the Severance Period or upon the cessation of your medical benefits from Company; and (iv) the Company pursuant shall pay you an amount equal to 24 times the preceding sentence, as applicablemonthly premium that you would pay if you convert your Company-provided life insurance coverage to individual life insurance coverage (regardless of whether you convert to individual coverage).

Compensation Upon Termination. 2.1 The Executive shall be entitled to the following compensation and benefits upon his termination of employment with the Company: a. If your the Executive’s employment with the Company shall be terminated: (i) by the Company for Cause or (ii) by the Executive other than for either Good Reason or Disability, then the Company shall pay to the Executive the Accrued Compensation and, if such termination is other than by the Company for Cause, the Pro Rata Bonus. If the Executive’s employment with the Company shall be terminated pursuant within thirty-six (36) months following a Change In Control, the Executive shall be entitled to a Qualifying Terminationthe compensation and benefits provided him under his Change In Control Agreement with the Company dated March 14, you 2002 as hereafter may be amended by the parties (“Change In Control Agreement”). b. If the Executive’s employment with the Company shall receive be terminated for any reason other than as specified in Section 3(a), the Executive shall be entitled to the following payments compensation and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the followingbenefits: (i) the highest amount paid to you under Company shall pay the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; orExecutive all Accrued Compensation and a Pro-Rata Bonus; (ii) your annual target bonus awardthe Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, if anyin a single payment an amount in cash equal to two and one half (2.5) times the sum of (A) the Base Amount and (B) the Bonus Amount (in each case determined without regard for any reduction thereof constituting “Good Reason”); (iii) for thirty (30) months following the Termination Date, under (the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination“Continuation Period”), the Company shall maintain at its expense continue on behalf of the Executive and his dependents and beneficiaries the health insurance benefits provided to similarly situated executives who continue in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to employ of the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans Company during the Severance Period Continuation Period. The Company’s obligation hereunder with respect to the active employees mayforegoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, which case the Company shall may reduce the coverage of any benefits it is required to provide you with the Executive hereunder as long as the aggregate coverages and benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and combined benefits plans is no less favorable to the extentExecutive than the coverages and benefits required to be provided hereunder. Any COBRA benefit rights (Federal or state) of Executive, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") his dependents and beneficiaries shall commence immediately following the end Continuation Period. This subsection (iii) shall not be interpreted so as to limit any benefits to which the Executive, his dependents or beneficiaries may be otherwise entitled under any of the Severance Period Company’s employee benefit plans, programs or upon practices or applicable law following the cessation Executive’s termination of your medical benefits from employment; (iv) all theretofore unvested stock options, restricted stock and other awards issued to the Company Executive pursuant to the preceding sentenceCompany’s Share Option and Share Award Plan and/or Share Incentive Plan, and any other incentive or successor plan in which the Executive participates, shall immediately vest, with any performance shares fully vesting and immediately payable at the greater of (x) the 100% target level or (y) the number of shares earned as calculated through the date of termination; and the Executive shall have the balance of the ten year option period to exercise any vested options held by him at the time of his termination; provided, in the event of Executive’s death, Executive’s stock options shall be exercisable for the shorter period of (1) three (3) years or (2) the unexpired stated exercise period under the stock option grant. c. The amounts provided for in Sections 6(a) and 6(b)(i) and (ii) shall be paid in a single lump sum cash payment in immediately available funds within ten (10) business days of the Termination Date. d. 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 except as provided in Section 6(b)(iii). e. The Executive’s entitlement to any other compensation or benefits or any indemnification shall be determined in accordance with the Company’s employee benefit plans and other applicable programs, policies and practices, as applicableprovided at Section 4(d) hereof, or any indemnification agreement in effect on the Effective Date (or as such indemnification agreement may be amended hereafter, provided that such amendment is more favorable to Executive). Without limiting the foregoing provisions of this Section 6(e), if Executive’s employment is terminated by the Company or Executive due to Disability or Executive’s employment terminates due to his death, then Executive shall not be entitled to any amounts set forth in Section 6(b)(ii) or, except as required by law, in Section 6(b)(iii).

Compensation Upon Termination. 2.1 (a) If your employment shall be is terminated pursuant as a result of your death or for Disability or Cause subsequent to a Qualifying TerminationChange in Control, the Company shall have no obligation to pay any compensation to you under this Agreement, but this Agreement shall receive have no effect on any other obligation the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall Company may have to pay you compensation to which you may otherwise be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plusentitled. (b) If the higher of Company shall terminate your employment other than for Disability or Cause or if you shall terminate your employment for Good Reason subsequent to a Change in Control, then the followingCompany shall pay to you as severance pay in a lump sum on the fifth day following the Termination Date the following amounts: (i) your full base salary and your accrued but unpaid vacation pay through the highest Termination Date at the rate in effect at the time of a Change in Control plus any increases therein subsequent thereto; and (ii) in lieu of any further salary payments, annual incentive compensation awards or defined contribution plan allocations to you for periods subsequent to the Termination Date, an amount equal to the product of (A) the sum of (1) your annual base salary at the rate in effect at the time of a Change in Control plus any increases therein subsequent thereto, plus (2) the greatest of M▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇. Klein 9 August 1, 2003 $175,000, the amount that was paid to you under the Annual Executive Incentive Plan, during Compensation Plan of the three Company (3as in effect at the time of a Change in Control) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year immediately preceding the year in which the Date Change in Control occurs (but, for any such immediately preceding year as to which the award has not been determined and paid at the time of the Change in Control, not less than the amount that you would have received if you had been paid the same amount as for the last year prior to the Change in Control for which an award was actually paid) and the amount paid to you under such Annual Executive Incentive Compensation Plan for the year immediately preceding the year in which a Notice of Termination occursis given, plus (3) the greater of the amount that was allocated to your account from contributions made by the Company under the Retirement Savings Plan (as defined in Section 2(e)) (including the Company 401(k) matching contribution thereunder) and the supplemental profit-sharing provisions (including the Company matching award related to the supplemental tax deferred amounts therein) of the Supplemental Plan (as defined in Section 2(d)), each as in effect at the time of a Change in Control, for the year immediately preceding the year in which the Change in Control occurs and that amount that would have been required to be so allocated to you (assuming that you elected the maximum employee contribution) under each such plan for the year immediately preceding the year in which a Notice of Termination is given, multiplied by (B) the number three. The aggregate In the event the Notice of Termination is given prior to your first full year’s allocation under the Retirement Savings Plan, the amount of severance payable under this Section 2.1 in (ii)(A)(3) above shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination$12,000. 2.2 (c) If the Company shall terminate your employment other than for Disability or Cause or if you shall be terminated pursuant terminate your employment for Good Reason subsequent to a Qualifying TerminationChange in Control, the Company shall maintain in full force and effect, for your continued benefit for a three year period after the Severance PeriodTermination Date, all medicalemployee life, dental health, accident, disability, medical and group life insurance plans other employee welfare benefit plans, programs or arrangements in which you participated were participating immediately prior to the Date date of Terminationthe Change in Control plus all improvements therein subsequent thereto, M▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇. Klein 10 August 1, 2003 provided that your continued participation is permissible possible under the general terms and conditions provisions of such welfare plans, programs, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansarrangements. In the event that your participation in any such welfare plan plan, program or arrangement is barred or in the event that your participation in any such plan would have adverse consequences for youbarred, the Company shall arrange to provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans plan, program or arrangement if you had your participation not been barred or had you not potentially suffered remained a participant for such adverse consequencesadditional three year period. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following At the end of the Severance Period period of coverage, you shall have the option to have assigned to you at no cost and with no apportionment of prepaid premiums any assignable insurance policy owned by the Company which relates specifically to you. In the event a Change in Control occurs prior to your eligibility to participate in any such plan, you shall be deemed for purposes of this paragraph to be participating in those plans that cover Senior Vice Presidents of this Company generally. (d) If the Company shall terminate your employment other than for Disability or upon Cause or if you shall terminate your employment for Good Reason subsequent to a Change in Control, then in addition to the cessation retirement benefits to which you are entitled under the Fortune Brands Pension Plan (the “Qualified Plan”), if any, the Supplemental Plan of Fortune Brands, Inc. (the “Supplemental Plan”), and any other defined benefit pension plan maintained by the Company or any affiliate, and any other program, practice or arrangement of the Company or any affiliate to provide you with a defined pension benefit after termination of employment, and any successor plans thereto (all such plans being collectively referred to herein as the “Pension Plans”), the Company shall pay you monthly beginning at the earliest date payments commence under the Pension Plans an amount equal to the excess of (i) over (ii) below where (i) equals the sum of the aggregate monthly amounts of pension payments (determined as a straight life annuity) to which you would have been entitled under the terms of each of the Pension Plans in which you were an active participant at the date of a Change in Control (without regard to any amendment made subsequent to a Change in Control which adversely affects in any manner the computation of your medical benefits from the Company pursuant to the preceding sentence, benefits) determined as applicable.if you were fully vested thereunder and had accumulated three additional years of Service thereunder

Compensation Upon Termination. 2.1 If your In the event of the termination of the Executive’s employment with the Company pursuant to Section 4 hereof, the Company shall continue to pay compensation and benefits to the Executive as follows: (a) In the event of a termination pursuant to Section 4(a)(v)(2) or Section 4(a)(vi) hereof, compensation provided for herein shall continue to be paid, and the Executive shall continue to participate in the employee benefit, retirement, compensation plans and other perquisites as provided in Section 3 hereof, through and including, without limitation, the date of termination specified in the Notice of Termination (the “Date of Termination”). Any benefits payable under insurance, health, retirement and bonus plans as a result of the Executive’s participation in such plans through the Date of Termination shall be terminated paid when due under such plans. (b) In the event of a termination pursuant to Section 4(a)(iv) or Section 4(a)(v)(1) hereof, the Company shall pay to the Executive an amount equal to the Executive’s then-current Salary and Profit Bonus, payable in a Qualifying Terminationsingle lump sum within 30 days following the Date of Termination (or any later date required pursuant to Section 9 hereof). In addition, you the Executive shall receive continue to participate in the following payments employee benefit, retirement, and benefits compensation plans and other perquisites as provided in Section 3 hereof for the one-year a period following of twelve (12) months after the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to so long as the "Severance Period"): (a) your highest annual base salary Executive is not in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher breach of the following: (i) terms and conditions of Section 7 hereof. Notwithstanding the highest amount paid to you immediately preceding sentence, any benefits payable under insurance, health, retirement and bonus plans as a result of the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year Executive’s participation in which such plans through the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid when due under such plans. (c) In the event of a termination pursuant to Section 4(a)(ii) or Section 4(a)(iii) hereof, compensation provided for herein shall continue to be paid, and Executive shall continue to participate in equal installments on a bi-weekly basisthe employee benefit, commencing upon retirement, and compensation plans and other perquisites as provided in Section 3 hereof (i) in the event of the Executive’s death, through the date of death, or (ii) in the event of the Executive’s Disability, through the Date of Termination. 2.2 If your employment shall be terminated Termination pursuant to Section 4(a)(iii) hereof. Any benefits payable under insurance, health, retirement and bonus plans as a Qualifying Termination, result of the Company shall maintain Executive’s participation in full force and effect, for your continued benefit for such plans through the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to date of death or the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue Termination pursuant to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits4(a)(iii) hereof, as the case may be, shall be paid when due under those plans. (d) Notwithstanding anything herein to the contrary, in the event of a termination pursuant to Section 4(a)(iv) hereof during the twenty four month period after a Change of Control (as hereinafter defined), the Company shall pay to the Executive, in lieu of any amounts or benefits the Executive may otherwise be entitled to receive pursuant to Section 5(b) hereof, an amount equal to the sum of (i) two (2) times the Executive’s then-current Salary, plus (ii) the Executive’s then-current Profit Bonus, payable in a single lump sum within 30 days following the Date of Termination (or any later date required pursuant to Section 9 hereof). Your eligibility In addition, the Executive shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in Section 3 hereof for "COBRA" continuation coverage a period of twenty-four (24) months after the Date of Termination, so long as the Executive is not in breach of, or has not breached, the terms and conditions of Section 7 hereof. The benefits provided under this Section 4980B 5(d) in any one calendar year shall not affect the amount of benefits provided in any other calendar year; the reimbursement of any eligible taxable expense shall be made on or before December 31 of the Internal Revenue Code year following the year in which the expense was incurred; and Executive’s rights pursuant to this Section 5(d) shall not be subject to liquidation or exchange for another benefit. In addition, any payments by the Company for extended group health coverage provided to the Executive pursuant to this Section 5(d) shall be imputed as income to the Executive and any contributions from the Executive will be made on an after-tax basis. (e) For purposes of 1986this Agreement, a “Change in Control” shall have occurred if: (i) a majority of the directors of the Company shall be persons other than persons: (A) for whose election proxies shall have been solicited by the Board, or (B) who are then serving as directors appointed by the Board to fill vacancies on the Board caused by death or resignation (but not by removal) or to fill newly-created directorships; (ii) a majority of the outstanding voting power of the Company shall have been acquired or beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended amended, or any successor rule thereto) by any person (other than the "Code") shall commence immediately following the end Company, a subsidiary of the Severance Period Company or upon the cessation Executive) or Group (as hereinafter defined), which Group does not include the Executive; or (iii) there shall have occurred: (A) a merger or consolidation of your medical benefits from the Company pursuant with or into another corporation (other than (1) a merger or consolidation with a subsidiary of the Company or (2) a merger or consolidation in which (a) the holders of voting stock of the Company immediately prior to the preceding sentencemerger as a class continue to hold immediately after the merger at least a majority of all outstanding voting power of the surviving or resulting corporation or its parent and (b) all holders of each outstanding class or series of voting stock of the Company immediately prior to the merger or consolidation have the right to receive substantially the same cash, securities or other property in exchange for their voting stock of the Company as applicableall other holders of such class or series); (B) a statutory exchange of shares of one or more classes or series of outstanding voting stock of the Company for cash, securities or other property; (C) the sale or other disposition of all or substantially all of the assets of the Company (in one transaction or a series of transactions); or (D) the liquidation or dissolution of the Company; unless more than twenty-five percent (25%) of the voting stock (or the voting equity interest) of the surviving corporation or the corporation or other entity acquiring all or substantially all of the assets of the Company (in the case of a merger, consolidation or disposition of assets) or of the Company or its resulting parent corporation (in the case of a statutory share exchange) is beneficially owned by the Executive or a Group that includes the Executive. (f) For purposes of this Agreement, “Group” shall mean any two or more persons acting as a partnership, limited partnership, syndicate, or other group acting in concert for the purpose of acquiring, holding or disposing of voting stock of the Company.

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant to (a) In the event of a Qualifying Qualified Termination, Staples will (i) pay to you shall receive the following payments and benefits for the one-year a period following of 12 months after the Date of Termination, if in equal monthly installments, severance payments at an annual rate equal to the sum of (i) your grade level is 19 or 20 annual base salary rate in effect immediately prior to the Qualified Termination (or such higher rate as may have been in effect within the equivalent) as of your Date 90 days prior to the Notice of Termination) plus (ii) an annualized amount equal to the average annual bonus paid to (or accrued for) you by Staples during the three full fiscal years preceding such Qualified Termination. Annual salary rates shall be prorated where applicable and annual bonus averages shall be computed on years available if less than three years. At the election of Staples, and monthly installments may be accelerated into one or more lump-sum payments. (b) In the event of a Qualified Termination, for the twoa 12-year month period following after the Date of Termination, Staples shall provide you with life, dental, accident and group health insurance benefits substantially similar to those available to similarly situated officers (but not disability insurance). Notwithstanding the foregoing, Staples shall not provide any such benefit if an equivalent benefit is actually received by you during such period following your grade level termination from another party. Staples shall be the sole determiner of what is 21 an equivalent benefit and whether or above not an employee receives an equivalent benefit from another party. (or c) Notwithstanding a Qualified Termination, the equivalent) as vesting schedule of your Date then outstanding options to purchase Common Stock of Staples or any Performance Accelerated Restricted Stock ("PARS") shall not be accelerated unless specifically provided to the contrary in the respective option or PARS agreements. (d) If such Qualified Termination (is within two years after a Change in each caseControl, such period, as applicable, you shall be referred entitled to as the "Severance Period"): benefits provided in paragraphs (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus and (b) above for an additional 6 months beyond the higher time period specified in such paragraphs. (e) In addition, if such Qualified Termination occurs within one year after a Change of Control, you shall be entitled to an additional amount, if any, by which the total (before taxes) received by you as a result of all severance payments payable by the Company under the Severance Benefits Agreement plus any gain receivable upon the exercise of options and/or sale of PARS (valued as of the followingdate of the Change of Control) is less than $2,000,000. (f) The amount of any monthly payments to be made to you under Section 4(a) shall be reduced by 50% of any cash compensation earned by or accrued for you as a result of services rendered by you for a third party during the month immediately preceding the date of such payment; provided, however, that (i) this paragraph (e) shall not apply in the event of a Qualified Termination occurring within 24 months after a Change of Control, and (ii) nothing in this Agreement shall obligate you to seek to mitigate the amount of any payments provided for in this Agreement by seeking alternative employment or otherwise. (g) The benefits payable under this Section 4 shall be conditioned on none of the following events occurring: (i) a determination by the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended CEO and COO of Staples within 60 days after your voluntary resignation that your conduct prior to the Date of Termination; or your resignation would have warranted a discharge for "Cause" as specified in Section 5(c), or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date CEO and COO of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided Staples determines that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or conduct after termination of such plans during employment fails to comply with the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation terms of any non-competition or confidentiality provision contained in any such welfare plan is barred employment, consulting, advisory, non-disclosure, non-competition or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide other similar agreement between you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicableStaples.

Compensation Upon Termination. 2.1 If your Upon termination of the Executive's employment during the Term, the Executive shall be terminated pursuant entitled to a Qualifying Termination, you shall receive the following payments and benefits benefits: If the Executive's employment is terminated by the Company for Cause or by the one-year period following Executive other than for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date of Termination, if your grade level is 19 or 20 (or the equivalent) but not paid as of your Date of Terminationthe Termination Date, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the following: including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the highest amount paid 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 you under the Annual Incentive Plan, during the three (3) plan years most recently fiscal year ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for 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 Termination occurs. The aggregate amount of severance payable under this Section 2.1 the Executive's death, then the Executive shall be paid in equal installments on a bi-weekly basis, commencing upon entitled to the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the benefits provided below: The Company shall maintain in full force and effect, for your continued benefit for pay the Severance Period, Executive or his beneficiaries all medical, dental and group life insurance plans in which you participated immediately prior Accrued Compensation; The Company shall pay to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment Executive or termination of such plans during the Severance Period with respect his beneficiaries an amount equal to the active employees may, in Annual Bonus that the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you 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, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365; 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 such welfare 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 the 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 compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") 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 period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to 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 had your participation not been barred ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or had you not potentially suffered such adverse consequences(B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. The continued As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 2.2 5(c)(iv), the Executive shall apply be eligible to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease elect to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for 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 4980B 409A of the Internal Revenue 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 1986any Severance Amounts are delayed as a result of the previous sentence, as amended (on the "Code") shall commence immediately first day following the end of the Severance Period or upon the cessation of your medical benefits from six-month period, the Company pursuant will pay the Executive a lump-sum amount equal to the preceding sentence, cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the 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 applicableprovided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect.

Compensation Upon Termination. 2.1 If a Change in Control occurs and your employment shall be is subsequently terminated pursuant during the Term of this Agreement as set forth in Section 1 under the circumstances described in Section 3 that entitle you to a Qualifying Terminationbenefits under this Agreement, then: (a) The Company will continue to provide medical and dental insurance coverage to you shall receive the following and your dependents at Company expense which is comparable in benefits, deductibles, co-payments and benefits for other terms, to the one-year period following coverage which you had (i) immediately prior to the Change in Control or (ii) as of the Date of Termination, if whichever is better in your grade level is 19 sole discretion, and this coverage will continue until the earlier of (A) the third anniversary of the Date of Termination and (B) such time as you become eligible to join a comparable plan sponsored by another employer, including self-employment (the “Welfare Benefits Continuation Period”). Such coverage shall be credited against the time period that you and your dependents are entitled to receive continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). During the Welfare Benefits Continuation Period, (i) the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year, and (ii) the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Your rights pursuant to this Section 5(a) shall not be subject to liquidation or 20 exchange for another benefit. (or b) Provided that you are eligible to participate in the equivalent) Company’s Retiree Medical Plan as of your Date of Termination, and for the two-year period following the Date of Termination, if after the cessation of benefits described in Section 5(a) above, the Company will provide retiree medical coverage for you and your grade level dependents which is 21 comparable in benefits and in participant contributions, deductibles, co-payments and other terms to the coverage provided by the Company’s retiree medical plan in effect (i) immediately prior to the Change in Control or above (or the equivalentii) as of your the Date of Termination Termination, whichever is better in your sole discretion (with a coordination of benefits clause comparable to the clause used in each caseconnection with the relevant retiree medical plan). The Company shall continue to provide the benefits, if any, under this Section 5(b) for so long as permitted under the Company’s Retiree Medical Plan. During the time that such periodretiree medical benefits are provided, as applicable(i) the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year, and (ii) the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Your rights pursuant to this Section 5(b) shall not be referred subject to as liquidation or exchange for another benefit. (c) Subject to your signing and non-revocation of the "Severance Period"release required by Section 15 hereof, the Company shall pay to you the following amounts in one lump-sum payment in cash on the 30th day after the Date of Termination, unless a later payment date is required by Section 9(c) or Section 5(c)(iii): (ai) your highest annual full base salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given, plus an amount in cash equal to the value of any time during vacation earned but not taken (based upon such rate of base salary); (ii) to the 12extent not already paid, your full prior-month period immediately year short-term annual incentive compensation (in the amount determined prior to the Date of Termination, plus (b) the higher of the following: (i) the highest or if such amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation has not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans determined as of the Date of Termination, unless an amount not less than the higher of (x) your actual short-term annual incentive compensation amount for the year before such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease prior-year or (y) your target short-term annual incentive compensation amount for such prior-year); (iii) if and to the extentDate of Termination occurs during the same plan year in which the Change in Control occurs, by virtue your short-term annual incentive compensation target amount on the Date of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefitsTermination, as if the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B performance goals applicable to such amount have been fully satisfied (i.e., achieved at 100% of target, or, if determinable, achieved at the actual level); provided that such compensation will be prorated to reflect the number of days that have elapsed as of the Internal Revenue Code Date of 1986, as amended (Termination since the "Code") shall commence immediately following beginning of such year; or if the Date of Termination occurs after the end of the Severance Period or plan year in which the Change in Control occurs, then your short-term annual incentive compensation that is based on the Company’s actual performance achievement of the financial metrics under the short-term annual incentive compensation plan applicable to all participants in such plan, such as absolute and relative return on investment; provided that such compensation will be prorated to reflect the number of days that have elapsed as of the Date of Termination since the beginning of such year; plus (iv) a termination payment equal to the product of “3” times the sum of (I) your annualized base salary as of the Date of Termination and (II) your target short-term annual incentive compensation amount in effect as of your Date of Termination. The lump-sum payment under this Section 5(c)(iv) shall be deposited in a “rabbi trust” upon the cessation execution of your medical benefits from any merger, stock purchase, asset purchase or similar agreement that, upon the consummation of the transactions contemplated thereunder, would result in a Change in Control. (d) The Company shall pay to you in one lump-sum payment in cash within 30 days after the Date of Termination, unless a later payment date is required by Section 9, the highest, as determined by an accounting firm selected by the Company prior to the Change in Control, of: (i) your benefits pursuant to the preceding sentenceSERP payable under the terms of such plan, as applicableif there had been a Change in Control; (ii) your benefits pursuant to the SERP as if there had not been a Change in Control and as if you were credited with 3 years of additional age and 3 years of additional service; or (iii) your benefits pursuant to the Retirement Plan of International Paper Company in effect immediately prior to the Change in Control, as if you were credited with 3 years of additional age and 3 years of additional service, or, if your employment with the Company commenced after June 30, 2004, your benefits under the Retirement Savings Account with 3 additional years of Company contributions.

Compensation Upon Termination. 2.1 (a) If your employment shall be is terminated pursuant as a result of your death or for Disability or Cause subsequent to a Qualifying TerminationChange in Control, the Company shall have no obligation to pay any compensation to you under this Agreement, but this Agreement shall receive have no effect on any other obligation the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall Company may have to pay you compensation to which you may otherwise be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plusentitled. (b) If the higher of Company shall terminate your employment other than for Disability or Cause or if you shall terminate your employment for Good Reason subsequent to a Change in Control, then the followingCompany shall pay to you as severance pay in a lump sum on the fifth day following the Termination Date the following amounts: (i) your full base salary and your accrued but unpaid vacation pay through the highest Termination Date at the rate in effect at the time of a Change in Control plus any increases therein subsequent thereto; and (ii) in lieu of any further salary payments, annual incentive compensation awards or defined contribution plan allocations to you for periods subsequent to the Termination Date, an amount equal to the product of (A) the sum of (1) your annual base salary at the rate in effect at the time of a Change in Control plus any increases therein subsequent thereto, plus (2) the greatest of $175,000, the amount that was paid to you under the Annual Executive Incentive Plan, during Compensation Plan of the three Company (3as in effect at the time of a Change in Control) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year immediately preceding the year in which the Date Change in Control occurs (but, for any such immediately preceding year as to which the award has not been determined and paid at the time of the Change in Control, not less than the amount that you would have received if you had been paid the same amount as for the last year prior to the Change in Control for which an award was actually paid) and the amount paid to you under such Annual Executive Incentive Compensation Plan for the year immediately preceding the year in which a Notice of Termination occursis given, plus (3) the greater of the amount that was allocated to your account from ▇▇. The aggregate ▇▇▇▇▇▇ ▇. Flocco September 1, 2000 contributions made by the Company under the Retirement Savings Plan (as defined in Section 2(e)) (including the Company 401(k) matching contribution thereunder) and the supplemental profit-sharing provisions (including the Company matching award related to the supplemental tax deferred amounts therein) of the Supplemental Plan (as defined in Section 2(d)), each as in effect at the time of a Change in Control, for the year immediately preceding the year in which the Change in Control occurs and that amount that would have been required to be so allocated to you (assuming that you elected the maximum employee contribution) under each such plan for the year immediately preceding the year in which a Notice of severance payable Termination is given, multiplied by (B) the number three. In the event the Notice of Termination is given prior to your first full year's allocation under this Section 2.1 the Retirement Savings Plan, the amount in (ii)(A)(3) above shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination$30,000. 2.2 (c) If the Company shall terminate your employment other than for Disability or Cause or if you shall be terminated pursuant terminate your employment for Good Reason subsequent to a Qualifying TerminationChange in Control, the Company shall maintain in full force and effect, for your continued benefit for a three year period after the Severance PeriodTermination Date, all medicalemployee life, dental health, accident, disability, medical and group life insurance plans other employee welfare benefit plans, programs or arrangements in which you participated were participating immediately prior to the Date date of Terminationthe Change in Control plus all improvements therein subsequent thereto, provided that your continued participation is permissible possible under the general terms and conditions provisions of such welfare plans, programs, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansarrangements. In the event that your participation in any such welfare plan plan, program or arrangement is barred or in the event that your participation in any such plan would have adverse consequences for youbarred, the Company shall arrange to provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans plan, program or arrangement if you had your participation not been barred or had you not potentially suffered remained a participant for such adverse consequencesadditional three year period. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following At the end of the Severance Period period of coverage, you shall have the option to have assigned to you at no cost and with no apportionment of prepaid premiums any assignable insurance policy owned by the Company which relates specifically to you. In the event a Change in Control occurs prior to your eligibility to ▇▇. ▇▇▇▇▇▇ ▇. Flocco September 1, 2000 participate in any such plan, you shall be deemed for purposes of this paragraph to be participating in those plans that cover Senior Vice Presidents of this Company generally. (d) If the Company shall terminate your employment other than for Disability or upon Cause or if you shall terminate your employment for Good Reason subsequent to a Change in Control, then in addition to the cessation retirement benefits to which you are entitled under the Retirement Plan for Employees and Former Employees of Fortune Brands, Inc. (the "Qualified Plan"), if any, the Supplemental Plan of Fortune Brands, Inc. (the "Supplemental Plan"), and any other defined benefit pension plan maintained by the Company or any affiliate, and any other program, practice or arrangement of the Company or any affiliate to provide you with a defined pension benefit after termination of employment, and any successor plans thereto (all such plans being collectively referred to herein as the "Pension Plans"), the Company shall pay you monthly beginning at the earliest date payments commence under the Pension Plans an amount equal to the excess of (i) over (ii) below where (i) equals the sum of the aggregate monthly amounts of pension payments (determined as a straight life annuity) to which you would have been entitled under the terms of each of the Pension Plans in which you were an active participant at the date of a Change in Control (without regard to any amendment made subsequent to a Change in Control which adversely affects in any manner the computation of your medical benefits from benefits) determined as if you were fully vested thereunder and had accumulated three additional years of Service thereunder (subsequent to your Termination Date) at your rate of Actual Earnings in effect on the Company pursuant date of a Change in Control plus any increases subsequent thereto, and where (ii) equals the sum of the aggregate monthly amounts of pension payments (determined as a straight life annuity) to which you are entitled under the preceding sentenceterms of each of the Pension Plans in ▇▇. ▇▇▇▇▇▇ ▇. Flocco September 1, as applicable2000 which you were an active participant at the date of a Change in Control.

Compensation Upon Termination. 2.1 (a) If your the Executive's employment shall be 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 a Qualifying TerminationSection 5(b) hereof), you then the Company shall receive pay the following payments and benefits for Executive his full Base Salary through the one-year period following Date of Termination (to the extent not otherwise paid through the Date of Termination, if your grade level is 19 or 20 (or ) at the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary rate in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your if the Executive's employment hereunder terminates by reason of his death, the Company shall continue to make salary payments at the rate of the Base Salary then in effect in respect of the month following the date of death. In addition, notwithstanding any provision to the contrary in this Agreement, the Executive shall continue to participate in, and shall receive all accrued benefits to which the Executive is entitled under, all of the Company Plans, through the Date of Termination, provided that the Executive shall not be entitled to any portion of the Incentive Bonus unless such bonus shall be payable pursuant to Section 4(f) on or before the Date of Termination. With respect to the Incentive Bonus, if the Date of Termination occurs after the end of the Fiscal Year and prior to the determination of whether the performance goals for the Fiscal Year were met, such Incentive Bonus shall be payable, if it is determined that such goals were met, in accordance with the provisions of Section 4(f) hereof. (b) If the Executive's employment is terminated (i) by the Company without Cause (other than for disability pursuant to Section 5(b) hereof), or (ii) by the Executive for Good Reason, then the Company shall pay to the Executive, as severance pay in a lump sum, not later than the fifth day following the Date of Termination, to the extent not otherwise paid through the Date of Termination, the Executive's full Base Salary through the Date of Termination. In addition to the foregoing, until such time as the Executive becomes eligible for coverage under a program maintained or sponsored by a subsequent employer of the Executive (not including self-employment), the Company shall, at the Company's expense, allow the Executive to continue to participate, for the remainder of the Term, to the same extent and upon the same terms as the Executive participated in such plans immediately prior to the termination of his employment, in the Company's medical reimbursement and other welfare benefit plans in which the Executive was entitled to participate immediately prior to the Date of Termination; provided that the Executive's continued participation is in such plan shall be continued pursuant to this sentence only to the extent permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination provisions of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicableapplicable law.

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary If the Executive’s employment is terminated by the Company for Disability or Cause or by the Executive for other than Good Reason, the Company shall have no obligation to pay any compensation to the Executive under this Agreement in respect of periods beginning on and after the Termination Date, but this Agreement shall have no effect at on any time during other obligation the Company may have to pay the Executive compensation to which he may otherwise be entitled. (b) If the Company terminates the Executive’s employment other than for Disability or Cause, or if the Executive terminates his employment for Good Reason, then the Company shall pay to the Executive as severance pay ratably (or as otherwise provided under subsection (g) below) over the 12-month period immediately prior commencing on the Executive’s Termination Date (provided that Executive has delivered and has not revoked an executed release of claims in the form attached hereto as Exhibit A (as such release is updated from time to time to reflect legal requirements) an amount equal to the product of three (3) (or, if lesser, the fraction of year(s) from the Termination Date of Termination, plus to the Executive’s Normal Retirement Date (bas defined in the Fortune Brands Pension Plan)) times the higher of the followingsum of: (i) his annual base salary at the highest amount paid to you under rate in effect on the Annual Incentive Plandate hereof plus any increases therein subsequent thereto, during the three (3) plan years most recently ended prior to the Date of Termination; orplus (ii) your his target annual target bonus award, if any, under the Annual Executive Incentive Compensation Plan for in effect in the fiscal calendar year in which the Termination Date occurs, plus (iii) the amount that would have been required to be allocated to the Executive’s account (assuming that he elected the maximum employee contribution) for the year immediately preceding the year in which the Termination Date occurs under the Fortune Brands Retirement Savings Plan, including the Company 401(k) matching contribution, and the profit-sharing provisions of Termination occurs. The aggregate amount the Supplemental Plan of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basisFortune Brands, commencing upon Inc. (the Date of Termination“Supplemental Plan”). 2.2 (c) If your the Company terminates the Executive’s employment shall be terminated pursuant other than for Disability or Cause, or if the Executive terminates his employment for Good Reason, and if Executive has delivered and has not revoked an executed release of claims in the form attached hereto as Exhibit A (as such release is updated from time to a Qualifying Terminationtime to reflect legal requirements), the Company shall maintain in full force and effect, for your the Executive’s continued benefit for a three (3) year period (or, if shorter, the Severance Periodperiod until his Normal Retirement Date) after the Termination Date, all medicalemployee life, dental health, accident, disability, medical and group life insurance plans other employee welfare benefit plans, programs or arrangements in which you participated he was participating immediately prior to the Date of TerminationTermination Date, provided that your his continued participation is permissible possible under the general terms and conditions provisions of such welfare plans, programs and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansarrangements. In the event that your the Executive’s participation in any such welfare plan plan, program or arrangement is barred (or the provision of health or medical benefits would result in taxable income to Executive for coverage beyond the event that your participation in any such plan would have adverse consequences for youmaximum applicable continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985), the Company shall arrange to provide you him with benefits (or cash equivalent thereof) substantially similar to those which you he would have been entitled to receive under such welfare plan, program or arrangement if he had remained a participant for such additional three (3) year period (or, if shorter, such additional period until his Normal Retirement Date) after the Termination Date. (d) If the Company terminates the Executive’s employment other than for Disability or Cause, or if the Executive terminates his employment for Good Reason, and if Executive has delivered and has not revoked an executed release of claims in the form attached hereto as Exhibit A (as such release is updated from time to time to reflect legal requirements), then in addition to the retirement benefits to which the Executive is entitled under the Retirement Plan, the Supplemental Plan and any other defined benefit pension plan maintained by the Company or any affiliate, and any other program, practice or arrangement of the Company or any affiliate to provide the Executive with a defined pension benefit after termination of employment, and any successor plans thereto (all such plans being collectively referred to herein as the “Pension Plans”), the Company shall pay the Executive monthly beginning at the earliest date that payments commence under any of the Pension Plans an amount equal to the excess of (i) over (ii) below where: (i) equals the sum of the aggregate monthly amounts of pension payments (determined as a straight life annuity) to which the Executive would have been entitled under the terms of each of the Pension Plans in which he was an active participant as of the Termination Date determined as if he were fully vested thereunder and had your participation not been barred accumulated three (3) additional years (or, if less, the fraction of a year from the Termination Date to the Executive’s Normal Retirement Date) of Service thereunder (subsequent to his Termination Date) at his rate of Compensation in effect on the Termination Date, and where; (ii) equals the sum of the aggregate monthly amounts of pension payments (determined as a straight life annuity) to which the Executive is entitled under the terms of each of the Pension Plans in which he was an active participant at the date hereof or had you not potentially suffered subsequently. For purposes of clause (i), the amounts payable pursuant to Sections 2(b)(i) and (ii) shall be considered as part of the Executive’s Compensation and such adverse consequencesamounts shall be deemed to represent three (3) years (or, if less, the fraction of a year from the Termination Date to the Executive’s Normal Retirement Date) of Compensation for purposes of determining his highest consecutive five year average rate of Compensation. The continued coverage supplemental pension benefits determined under this Section 2.2 2(d) shall apply be payable by the Company to each the Executive and his contingent annuitant, if any, or to the Executive’s surviving spouse as a spouse’s benefit if the Executive dies prior to commencement of your eligible dependents who are participating benefits under this Agreement, in such welfare plans the same manner and for as of long as his pension benefits under the Date of Termination, unless such dependents cease Supplemental Plan and shall be adjusted actuarially to remain eligiblereflect payment in a form other than a straight life annuity. Benefits which commence prior to the age at which benefits may be paid without actuarial reduction for early payment under this Section 2.2 the Retirement Plan shall cease if and be actuarially reduced to reflect early commencement to the extent, if any, provided in the Retirement Plan as if the Executive’s Termination Date were an Early Retirement Date. In the event that an employee grantor trust (“Grantor Trust”) has been established among the Company, the Executive and a Trustee, the Company shall provide the additional pension benefits payable under this Section 2(d) in the same manner as Supplemental Plan benefits are provided after termination of employment to executives with Grantor Trusts and shall be calculated using the same assumptions as used to provide Supplemental Plan benefits. All capitalized terms used in this Section 2(d) shall have the same meaning as in the Retirement Plan as in effect on the date hereof, unless otherwise defined herein or otherwise required by virtue the context. (e) If the Company terminates the Executive’s employment other than for Disability or Cause, or the Executive terminates his employment for Good Reason, and if Executive has delivered and has not revoked an executed release of your employment with another employerclaims in the form attached hereto as Exhibit A (as such release is updated from time to time to reflect legal requirements), you become eligible the Company shall pay to the Executive as additional severance pay in a lump sum on the eighth day (or such other day as required under another employer's Code Section 409A) following the date the Executive delivers an executed release of claims in the form attached hereto as Exhibit A (as such release is updated from time to time to reflect legal requirements) following the Termination Date an amount, if any, equal to the nonvested portion of his account balances under the Fortune Brands Retirement Savings Plan and the defined contribution plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of any affiliate of the Internal Revenue Code Company in which there is maintained for him an account balance which is not fully vested. (f) If the Company terminates the Executive’s employment other than for Disability or Cause, or the Executive terminates his employment for Good Reason, and if Executive has delivered and has not revoked an executed release of 1986claims in the form attached hereto as Exhibit A (as such release is updated from time to time to reflect legal requirements), the Executive shall be entitled to the following as amended incentive compensation through the Termination Date: (i) the "Code"unpaid portion of the amount awarded to him as incentive compensation under the Annual Executive Incentive Compensation Plan for the calendar year immediately preceding the year in which the Termination Date occurs, payable at the time annual incentive awards are normally paid; and (ii) incentive compensation under the Annual Executive Incentive Compensation Plan for the calendar year in which the Termination Date occurs, payable at the time annual incentive awards for that year are normally paid, in an amount equal the Executive’s target percentage prorated for the portion of the year through the Termination Date. (g) If the Executive is a “specified employee” of the Company (as defined in Treasury Regulation Section 1.409A-1(i)) and if amounts payable under this Section 2 are on account of an “involuntary separation from service” (as defined in Treasury Regulation Section 1. 409A-1(m)), the Executive shall commence receive payments during the six (6)-month period immediately following the end Termination Date equal to the lesser of (x) the amount payable under this Section 2 or (y) two times the compensation limit in effect under Code Section 401(a)(17) for the calendar year in which the Termination Date occurs (with any amounts that otherwise would have been payable under this Section 2 during such six (6)-month period being paid on the first regular payroll date following the six (6)-month anniversary of the Severance Period or upon the cessation of your medical benefits from Termination Date). If the Company reasonably determines that such termination is not an “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(m)), amounts that would otherwise have been paid during the six (6)-month period immediately following the Termination Date shall be paid on the first regular payroll date immediately following the six (6)-month anniversary of the Termination Date. (h) If the Company terminates Executive’s employment other than for Disability or Cause or if the Executive terminates his employment for Good Reason subsequent to a Change in Control and a dispute exists concerning the termination as set forth in subsection (e) of Section 1, the Company shall continue to pay Executive’s full base salary through the date finally determined to be the Termination Date as provided in subsection (e) of Section 1. (i) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 2 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 2 be reduced by any compensation earned by the Executive as the result of employment by another employer after the Termination Date or by any other compensation. (j) Subject to Section 2(k), this Agreement and the obligations of the Company under it shall not be in derogation of any other obligations of the Company not set forth herein to pay any compensation or to pay or provide any benefit to the Executive. (k) Notwithstanding any other provision of this Agreement, (a) any amount otherwise payable to the Executive pursuant to the preceding sentenceChange in Control Agreement shall be reduced by the amount of any payments made by the Company to the Executive under this Section 2, as applicableand (b) any benefits to which the Executive is entitled under the Company’s severance pay program covering salaried or executive employees generally shall be reduced by benefits paid under Section 2(b)(i) and (ii) of this Agreement. This Agreement supersedes any prior Severance Agreement with the Executive.

Compensation Upon Termination. 2.1 If your In the event of termination of Executive’s employment shall be terminated with Employer pursuant to a Qualifying TerminationSection 7 hereof, you compensation shall receive continue to be paid by Employer to Executive as follows: (A) In the following payments event of termination pursuant to Subsection 7(A) or 7(C), compensation provided for herein (including Base Compensation and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalentan Annual Bonus) as of your Date of Terminationshall continue to be paid, and for Executive shall continue to participate in the two-year period following employee benefit, retirement, compensation plans and other perquisites as provided in Sections 5 and 6 hereof, through and including the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (as hereinafter defined) specified in each casethe Notice of Termination (as hereinafter defined). Any benefits payable under insurance, health, retirement and bonus plans as a result of Executive’s participation in such period, as applicable, plans through such date shall be referred to as the "Severance Period"):paid when due under those plans. (aB) your highest annual base salary In the event of termination pursuant to Subsection 7(B), compensation provided for herein (including Base Compensation and an Annual Bonus) shall continue to be paid, and Executive shall continue to participate in the employee benefit, retirement, compensation plans and other perquisites as provided in Sections 5 and 6 hereof, through the Date of Termination specified in the Notice of Termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Executive’s participation in such plans through such date shall be paid when due under those plans. In addition, Executive shall be entitled to continue to receive from Employer for three (3) additional 12-month periods (1) his Base Compensation at the rates in effect at any the time during the 12-month period immediately prior of termination and (2) a Bonus Amount equal to the Date greater of Termination, plus (b) the higher of the following: (i) the highest amount most recent Annual Bonus paid or payable to you under Executive or, if greater, the Annual Incentive Plan, Bonus paid or payable for the full fiscal year ended prior to the fiscal year during which a Change of Control occurred or (ii) the average of the Annual Bonuses paid or payable during the three (3) plan full fiscal years most recently ended prior to the Date of Termination; Termination or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Terminationgreater, the Company three full fiscal years ended prior to the Change of Control (or, in each case, such lesser period for which Annual Bonuses were paid or payable to Executive), and during such periods, Employer shall maintain in full force and effect, effect for your the continued benefit for of Executive each employee welfare benefit plan (as such term is defined in the Severance PeriodExecutive Retirement Income Security Act of 1974, all medical, dental and group life insurance plans as amended) in which you participated Executive was entitled to participate immediately prior to the Date date of Terminationhis termination, unless an essentially equivalent and no less favorable benefit is provided that your by a subsequent employer of Executive. If the terms of any employee welfare benefit plan of Employer or applicable laws do not permit continued participation is permissible under the general terms and conditions of such welfare plansby Executive, Employer will arrange to provide to Executive a benefit substantially similar to, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for youno less favorable than, the Company shall provide you with benefits substantially similar to those which you would have been benefit he was entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following at the end of the Severance Period or upon period of coverage. (C) In the cessation event of your medical benefits from the Company termination pursuant to Subsection 7(D), compensation provided for herein (including Base Compensation and an Annual Bonus) shall continue to be paid, and Executive shall continue to participate in the preceding sentenceemployee benefit, retirement, and compensation plans and other perquisites as applicableprovided in Sections 5 and 6 hereof, (1) in the event of Executive’s death, through the date of death, or (2) in the event of Executive’s disability, through the Date of Termination specified in the Notice of Termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Executive’s participation in such plans through such date shall be paid when due under those plans. (D) Employer will permit Executive or his personal representative(s) or heirs, during a period of three (3) months following Executive’s termination of employment by Employer for the reasons set forth in Subsection 7(B) to require Employer, upon written request, to purchase all outstanding stock options previously granted to Executive under any Employer stock option plan then in effect whether or not such options are then exercisable or

Compensation Upon Termination. 2.1 (a) If your employment shall be terminated Company terminates this Agreement pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Terminationparagraph 7(a)(i) hereof, if your grade level is 19 Company terminates this Agreement pursuant to paragraph 7(a)(iii) hereof, or 20 if Executive voluntarily terminates this Agreement for Good Reason (as defined below) then (i) Company shall pay to Executive or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such periodhis estate, as applicable, within thirty (30) days after the effective date of such termination any unpaid Base Salary accrued and earned by him hereunder up to and including the effective date of such termination plus a pro rata amount of the Target 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 "Pro Rata Target Bonus Amount"), (ii) Company shall continue to 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 date of termination (provided that, to the extent permitted under applicable law, the Severance Period will run concurrently with, count against, and not be in addition to, the 18-month statutory COBRA period), and continue to provide Executive with such other employee benefits for which Executive continues to qualify during the Severance Period, but only if Executive fully complies with paragraph 10 of 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 contrary, (A) Company's obligations under this paragraph 8(a) shall be referred contingent on Executive executing and delivering to Company a general release of claims, substantially in the form attached hereto as Exhibit A, and (B) if Executive engages in full-time employment after the termination of this Agreement (whether as an executive or as a self-employed person), any employee benefit and welfare benefits received by Executive in consideration of such employment which are similar in nature to the employee benefit and welfare benefits provided by Company will relieve Company of its obligations under paragraph 8(a)(iii) to provide comparable benefits to the extent of the benefits so provided. For purposes of this Agreement, (1) the "Severance Period" means the period commencing on the date of termination of this Agreement and ending on the second anniversary of the date of termination of this Agreement. For purposes of this Section 8 only, "): Good Reason" means the occurrence of any of the following events: (a) your highest annual base 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 in effect at any time during the 12-month period immediately prior to the Date of Terminationreduction similarly affecting all or substantially all employees, plus or (b) the higher relocation of Executive's principal place of employment to another location of Company outside a sixty (60) mile radius from the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date location of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date Executive's principal place of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicabledate hereof.

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant and you are entitled to a Qualifying Terminationbenefits under Section 1 of this Agreement then, except as provided in Section 2.2 and 2.3, you shall receive the following payments and benefits for each year of the one-year period following Severance Period (as defined below): 2.1.1 the Date of Termination, if your grade level is 19 or 20 (or Company shall pay to you as severance pay a total amount equal to the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"):sum of (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, Termination plus (b) the higher of the following: (i) the highest amount paid to you under The Reader's Digest Association, Inc. Management Incentive Compensation Plan (the "Annual Incentive Plan, ") during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual the originally approved target bonus amount of the highest award, if any, under the Annual Incentive Plan for the fiscal year in which outstanding on the Date of Termination occursTermination, as such target amount may have been increased prior to the Date of Termination. Any compensation received by you or granted to you in lieu of an amount paid under the Annual Incentive Plan for any one-year period (whether in the form of restricted stock or otherwise) shall be deemed to be an amount paid to you under the Annual Incentive Plan for purposes of this Section. Any compensation receivable by you in lieu of an amount payable under the Annual Incentive Plan for any period shall be deemed to be an additional target amount for purposes of this Section. The amount of any non-cash compensation received or receivable shall be the greater of the fair market value of such compensation on the date of award or the cash amount that would have been received by you in lieu of such non-cash compensation. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, 2.1.2 the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental welfare benefit plans and group life insurance plans programs or arrangements in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible possible under the general terms and conditions of such welfare plans, plans and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansprograms. In the event that your participation in any such welfare plan or program is barred or in the event that your participation in any such plan would have adverse consequences for youbarred, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans and programs had your participation not been barred barred. 2.2 If your employment is terminated by you for "Good Reason" or had if your employment is terminated by the Company other than for "Cause," then the Severance Period shall be the period of two years immediately following the Date of Termination. 2.3 If your employment is terminated for Cause, the Company shall pay you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of base salary through the Date of Termination, unless such dependents cease and the Company shall have no further obligations to remain eligible. Benefits you under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicableAgreement.

Compensation Upon Termination. 2.1 If your employment as Chief Executive Officer of the Company is terminated (i) involuntarily, except in circumstances where such termination is due to your willful misconduct or gross neglect of duty, (ii) by your resignation with the prior consent of the Company's Board of Directors (the "Board"), (iii) by your disability, or (iv) by your death (each a "Termination"), then you shall be terminated pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior entitled to the Date of Termination, plus (b) the higher of the followingbenefits provided below: (iA) For each of the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan two years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on following a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for pay to you (or your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees mayestate), in equal monthly installments, your then current annual base salary. (B) For the Company's discretion, modify period commencing two years following a Termination and ending on your continued benefit under such plans. In the event that your participation in any such welfare plan is barred 65th birthday (or in the event that your participation in any you die prior to such plan date, the date on which you would have adverse consequences for youbecome 65 years old), the Company shall provide pay to you (or your estate), in equal monthly installments, $50,000 per year. (C) On the date of a Termination, the Company shall issue to you (or your estate) a stock option or warrant to purchase 100,000 shares of the Company's Common Stock with benefits substantially similar an exercise price equal to those which you would have been entitled to receive under the market price of such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequencesCommon Stock as of the date of the Termination. The continued coverage under this Section 2.2 stock option or warrant shall apply be exercisable for a period of five years. (D) The Company shall provide to each of you and your spouse free lifetime positive space air transportation on the Company's airline and shall ensure that any successor airline to the Company provides such air transportation. (E) The Company shall provide to you and your eligible dependents who group health, life insurance and any other benefits as are participating provided from time-to-time by the Company to its officers and at rates to you as are charged to such officers. (F) The Company shall also pay to you all legal fees and expenses incurred by you in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under successfully obtaining or enforcing any right or benefit provided by this Section 2.2 shall cease if and Agreement or in connection with any tax audit or proceeding to the extent, by virtue extent attributable to the application of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B 4999 of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following to any payment or benefit provided hereunder. (G) In the end event that you become entitled to the payments (the "Severance Payments") provided under paragraphs (A), (B), (C), (D), (E) and (F) above and if any of the Severance Period or Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code, the Company shall pay to you upon demand, an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Severance Payments and any federal income tax and Excise Tax upon the cessation Gross-Up Payment, shall be equal to the Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Severance Payments shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments within the meaning of Section 280G(b)(2) of the Code, and all Excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company's independent auditors and acceptable to you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Severance Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made. In the even that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of your medical benefits from employment, you shall repay to the Company pursuant at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the preceding sentenceExcise Tax and federal income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), as applicablethe Company shall make an additional gross-up payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined.

Compensation Upon Termination. 2.1 If your during a Contract Period the Executive's employment shall be terminated by the Bank other than pursuant to death or for Cause, or if the Executive shall terminate his employment for Good Reason, then the Company shall pay, or the Company shall cause the Bank to pay, to the Executive as severance compensation in a Qualifying Termination, you shall receive lump sum (discounted to present value using the following payments and benefits for interest rate applicable to a three year certificate of deposit at Republic Bank & Trust Company) on the one-year period fifth day following the Date of Termination: (1) the unpaid balance of the Executive's full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given; and (2) an amount equal to the Executive's Compensation, if your grade level is 19 or 20 divided by 12 and multiplied by the lesser of (or i) the equivalent) as number of your months remaining in the Contract Period at the Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalentii) as of your Date of Termination 24 (in each case, such period, as applicable, shall be multiple hereafter referred to as the "Severance Payment Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior ). In addition to the Date severance benefits set forth in (1) and (2) of Terminationthis Section 3.4, plus (b) the higher of Company shall, or the followingCompany shall cause the Bank to: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to pay all legal fees and expenses incurred by the Date of Termination; or Executive resulting from termination (ii) your annual target bonus awardincluding all such fees and expenses, if any, under the Annual Incentive Plan for the fiscal year incurred in which the Date of Termination occurs. The aggregate amount of severance payable under contesting any such termination or in seeking to obtain or enforce any right or benefit provided by this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination.Agreement); 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall (4) maintain in full force and effect, for your the continued benefit of the Executive for the Severance shorter of (1) until the Executive's death (provided that benefits payable to his beneficiaries shall not terminate upon his death), or (2) with respect to any particular Plan, the date he is afforded a comparable benefit at a comparable cost to the Executive by a subsequent employer, or (3) the Payment Period, all medical, dental and group life insurance plans Plans in which you participated Executive was entitled to participate immediately prior to the Change of Control (unless Plans generally available to employees of the Bank have been modified since the Change in Control in which case the Plans to be continued shall be those in effect at the Date of Termination, provided at the level most comparable to that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect available to the active employees may, Executive at the Change in the Company's discretion, modify your continued benefit under such plansControl). In the event that your the Executive's participation in any such welfare plan Plan of the Company is barred or in the event that your participation in any such plan would have adverse consequences for youprohibited, the Company shall arrange to provide you the Executive with benefits substantially similar to those which you would have been the Executive is entitled to receive under Plan, for such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequencesperiod. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following At the end of the Severance Period period of coverage, the Executive shall have the option to have assigned to him at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Bank or upon the cessation of your medical benefits from the Company pursuant relating specifically to the preceding sentenceExecutive; and (5) cause all stock options and stock appreciation rights and/or the rights held by the Executive with respect to stock in the Company, as applicableimmediately prior to the termination, if not otherwise presently exercisable, to become presently exercisable.

Compensation Upon Termination. 2.1 Following a Change in Control of the Company, you shall be entitled to the following benefits during a period of Disability, or upon termination of your employment, as the case may be, provided that such period or termination occurs during the Term: (a) During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive base salary and all other earned compensation at the rate in effect at the commencement of any such period (offset by all compensation payable to you under the Company's disability plan or program or other similar plan during such period) until your employment is terminated pursuant to Section 4(b)(i) hereof. Thereafter, or in the event your employment is terminated by reason of death, your benefits shall be determined under the Company's long-term disability, retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs. (b) If your employment shall be terminated pursuant by the Company for Cause or by you other than for Good Reason following a Change in Control, the Company shall pay you your full base salary and all other compensation through the Date of Termination at the rate in effect at the time the Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement. (c) If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within 24 months after a Qualifying TerminationChange in Control, then you shall receive be entitled to the following payments benefits below: (i) the Company shall pay to you (A) your full base salary and benefits for all other compensation through the one-year period following Date of Termination at the rate in effect at the time the Notice of Termination is given, no later than the fifth full day Following the Date of Termination, if your grade level is 19 or 20 (or plus all other amounts to which you are entitled under any compensation plan of the equivalent) as of your Date of Termination, and for Company at the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, time such period, as applicable, shall be referred to as the "Severance Period"):payments are due; (aii) your highest annual base in lieu of any further salary in effect at any time during the 12-month period immediately prior payments for periods subsequent to the Date of Termination, plus the Company will pay as severance pay to you, at the time specified in Subsection (be) below, a lump sum severance payment (together with the higher payments provided in paragraph (iv) below, the "Severance Payments") in an amount equal to the sum of (A) 200% (299% for the Chairman and Chief Executive Officer) of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to average of your annual base salary in effect on the Date of TerminationTermination and during each of the two preceding calendar years, plus (B) 200% (299% for the Chairman and Chief Executive Officer) of the average of the aggregate cash bonuses paid or awarded to you in respect of the last three calendar years, up to and including the calendar year for which your cash bonus was most recently determined; or/160 (iiiii) your annual target bonus awardthe Company shall pay to you all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, under the Annual Incentive Plan incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement); and (iv) for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bitwenty-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Terminationfour (24) month period after such termination, the Company Company, at its expense and without contribution required from you, shall maintain in full force and effectarrange to provide you with life, for your continued benefit for the Severance Period, all medicaldisability, dental and group life health insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would were receiving immediately prior to the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (iv) if an equivalent benefit is actually received by you during the twenty-four (24) month period following your termination, and any such benefit actually received by you shall be reported to the Company. (d) All payments to be made to you under this Agreement will be subject to required withholding of applicable federal, state and local income and employment taxes. Notwithstanding anything in this Agreement to the contrary, if any of the payments provided for in this Agreement, together with any other payments which you have been entitled the right to receive under such welfare plans had your participation not been barred from the Company or had you not potentially suffered such adverse consequences. The continued coverage under this any corporation which is a member of an "affiliated group" (as defined in Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B 1504 (a) of the Internal Revenue Code of 1986, as amended 1986 (the "Code") without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a "parachute payment" (as defined in Section 28OG(b)(2) of the Code), the payments pursuant to this Agreement shall commence immediately be reduced (reducing first the payments under Section 5(c)(ii)) to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that the determination as to whether any reduction in the payments under this Agreement pursuant to this proviso is necessary shall be made by you in good faith, and such determination shall be conclusive and binding on the Company with respect to its treatment of the payment for tax reporting purposes. /161 (e) The payments provided for in Subsections 5(b) and (c) shall be made not later than the fifth day following the end Date of Termination; provided, however that, if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the Severance Period or upon minimum amount of such payments and shall pay the cessation remainder of your medical benefits from such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company pursuant to you, payable on the fifth day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). (f) Except as provided in the second sentence of Subsection 5(c)(iv) hereof, you shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 5 be reduced by any compensation earned by you as a result of employment by another employer, by retirement benefits or by offset against any amount claimed to be owed by you to the preceding sentence, as applicableCompany or otherwise.

Compensation Upon Termination. 2.1 If your Upon termination of the Executive's employment during the Term, the Executive shall be terminated pursuant entitled to a Qualifying Termination, you shall receive the following payments and benefits benefits: If the Executive's employment is terminated by the Company for Cause or by the one-year period following Executive other than for Good Reason, then the Company shall pay the Executive all amounts earned or accrued hereunder through the Termination Date of Termination, if your grade level is 19 or 20 (or the equivalent) but not paid as of your Date of Terminationthe Termination Date, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the following: including (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred in connection with the highest amount paid 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 you under the Annual Incentive Plan, during the three (3) plan years most recently fiscal year ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for 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 Termination occurs. The aggregate amount of severance payable under this Section 2.1 the Executive's death, then the Executive shall be paid in equal installments on a bi-weekly basis, commencing upon entitled to the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the benefits provided below: The Company shall maintain in full force and effect, for your continued benefit for pay the Severance Period, Executive or his beneficiaries all medical, dental and group life insurance plans in which you participated immediately prior Accrued Compensation; The Company shall pay to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment Executive or termination of such plans during the Severance Period with respect his beneficiaries an amount equal to the active employees may, in Annual Bonus that the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you 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, as applicable, for such year, multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365; 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 such welfare 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 (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 the 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 compensation for periods subsequent to the Termination Date, an amount (the "Severance Amount") 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 period beginning on the Termination Date and ending on the date twenty-four (24) months following the Termination Date; The Executive shall be entitled to 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 had your participation not been barred ("Continuation Health Coverage"), until earlier of (A) twenty-four (24) months following the Termination Date or had you not potentially suffered such adverse consequences(B) the date the Executive first (1) violates any of the covenants set forth in Section 7 or (2) becomes eligible to participate in any other plan that provides medical, dental, or hospitalization benefits. The continued As of the date that the Executive ceases to receive coverage under any of the Company's group medical, dental, and hospitalization benefit plans pursuant to this Section 2.2 5(c)(iv), the Executive shall apply be eligible to each of your eligible dependents who are participating in such welfare plans as elect to receive "COBRA" continuation coverage to the extent permitted by Section 601 et seq. of the Date Employee Retirement Income Security Act of Termination1974, unless such dependents cease to remain eligibleas amended. Benefits under this Section 2.2 shall cease if Notwithstanding the foregoing, the Parties acknowledge and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans agree that (a) any and all reimbursements for medical, dental or group life insurance benefitsother expenses pursuant to this Section 5(c)(iv) shall be made promptly but in no event later than the end of the year following the year in which such expenses are incurred, as and (b) no payment or benefit shall be made pursuant to this Section 5(c)(iv) to the case may be. Your eligibility for "COBRA" continuation coverage under extent that such payment or benefit would constitute a deferral of compensation subject to Section 4980B 409A of the Internal Revenue Code of 1986, as amended (the "Code") (and to the extent permissible any such payment or benefit shall commence immediately 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 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 Severance Period or upon the cessation of your medical benefits from six-month period, the Company pursuant will pay the Executive a lump-sum amount equal to the preceding sentence, cumulative amount that would have otherwise been previously paid to the Executive under this Agreement with the other eighteen months of the Severance Amount payable to the Executive in equal monthly installments during the period beginning on the seven-month anniversary of the Termination Date and ending on the 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 applicableprovided under Section 5(c)(iv). Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect.

Compensation Upon Termination. 2.1 If a Change of Control occurs and your employment shall be is subsequently terminated pursuant during the term of this Agreement under the circumstances described in Section 3 that entitle you to a Qualifying Terminationbenefits under this Agreement, then: (a) The Company will continue to provide medical and dental insurance coverage to you shall receive the following and your dependents at Company expense which is comparable in benefits, deductibles, co-payments and benefits for other terms, to the one-year period following coverage which you had (i) immediately prior to the Change of Control or (ii) as of the Date of Termination, if whichever is better in your grade level is 19 sole discretion, and this coverage will continue until the earlier of (A) the third anniversary of the Date of Termination and (B) such time as you become eligible to join a comparable plan sponsored by another employer, including self-employment (the “Welfare Benefits Continuation Period”). Such coverage shall be credited against the time period that you and your dependents are entitled to receive continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). During the Welfare Benefits Continuation Period, (i) the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year, and (ii) the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Your rights pursuant to this Section 5(a) shall not be subject to liquidation or 20 exchange for another benefit. (or b) Provided that you are eligible to participate in the equivalent) Company’s Retiree Medical Plan as of your Date of Termination, and for the two-year period following the Date of Termination, if after the cessation of benefits described in Section 5(a) above, the Company will provide retiree medical coverage for you and your grade level dependents which is 21 comparable in benefits and in participant contributions, deductibles, co-payments and other terms to the coverage provided by the Company’s retiree medical plan in effect (i) immediately prior to the Change of Control or above (or the equivalentii) as of your the Date of Termination Termination, whichever is better in your sole discretion (with a coordination of benefits clause comparable to the clause used in each caseconnection with the relevant retiree medical plan). The Company shall continue to provide the benefits, if any, under this Section 5(b) for so long as permitted under the Company’s Retiree Medical Plan. During the time that such periodretiree medical benefits are provided, as applicable(i) the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year, and (ii) the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Your rights pursuant to this Section 5(b) shall not be referred subject to as the "Severance Period"):liquidation or exchange for another benefit. (ac) The Company shall pay to you the following amounts in one lump-sum payment in cash within 30 days after the Date of Termination, unless a later payment date is required by Section 9: (i) your highest annual full base salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given, plus an amount in cash equal to the value of any time during vacation earned but not taken (based upon such rate of base salary); (ii) to the 12extent not paid, your full prior-month period immediately year short-term annual incentive compensation (in the amount determined prior to the Date of Termination, plus (b) the higher of the following: (i) the highest or if such amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation has not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans determined as of the Date of Termination, unless an amount not less than the higher of (x) your actual short-term annual incentive compensation amount for the year before such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease prior-year or (y) your target short-term annual incentive compensation amount for such prior-year); (iii) if and to the extentDate of Termination occurs during the same plan year in which the Change of Control occurs, by virtue your short-term annual incentive compensation target amount on the Date of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefitsTermination, as if the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B performance goals applicable to such amount have been fully satisfied (i.e., achieved at 100% of target, or, if determinable, achieved at the actual level); provided that such compensation will be prorated to reflect the number of days that have elapsed as of the Internal Revenue Code Date of 1986, as amended (Termination since the "Code") shall commence immediately following beginning of such year; or if the Date of Termination occurs after the end of the Severance Period or plan year in which the Change of Control occurs, then your short-term annual incentive compensation that is based on the Company’s actual performance achievement of the financial metrics under the short-term annual incentive compensation plan applicable to all participants in such plan, such as absolute and relative return on investment; provided that such compensation will be prorated to reflect the number of days that have elapsed as of the Date of Termination since the beginning of such year; plus (iv) a termination payment equal to the product of “3” times the sum of (I) your annualized base salary as of the Date of Termination and (II) your target short-term annual incentive compensation amount in effect as of your Date of Termination. The lump-sum payment under this Section 5(c)(iv) shall be deposited in a “rabbi trust” upon the cessation execution of your medical benefits from any merger, stock purchase, asset purchase or similar agreement that, upon the consummation of the transactions contemplated thereunder, would result in a Change of Control. (d) The Company shall pay to you in one lump-sum payment in cash within 30 days after the Date of Termination, unless a later payment date is required by Section 9, the highest, as determined by an accounting firm selected by the Company prior to the Change of Control, of: (i) your benefits pursuant to the preceding sentenceInternational Paper Company Unfunded Supplemental Retirement Plan for Senior Managers (“SERP”) payable under the terms of such plan, as applicableif there had been a Change of Control; (ii) your benefits pursuant to the SERP as if there had not been a Change of Control and as if you were credited with 2 years of additional age and 2 years of additional service; or (iii) your benefits pursuant to the Retirement Plan of International Paper Company in effect immediately prior to the Change of Control, as if you were credited with 2 years of additional age and 2 years of additional service, or, if your employment with the Company commenced after June 30, 2004, your benefits under the Retirement Savings Account with 2 additional years of Company contributions.

Compensation Upon Termination. 2.1 (a) If your employment with the Company is terminated by reason of your death or Disability, by the Company for Cause, or by you other than for Good Reason, the Company shall pay you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement. (b) If you incur a Payment Termination, then, in lieu of any severance benefits to which you may otherwise be terminated pursuant to a Qualifying Terminationentitled under any severance plan or program of the Company, you shall receive be entitled to the following benefits provided below: (i) the Company shall, at the time specified in Section 4(c), pay to you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Company at the time such payments and benefits are due; (ii) you shall be entitled to receive, for the one-year a period of 12 months following the Date of Termination, if at the times specified in Section 4(c), severance pay in an amount equal to the sum of (A) the greater of (x) your grade level is 19 or 20 (or base salary as in effect immediately prior to delivery of the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date Notice of Termination or (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (ay) your highest annual base salary as in effect at any time during the 12-month period immediately prior to the Date of TerminationChange in Control, plus (bB) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior an annual cash bonus equal to the Date greater of Termination; or (iix) your targeted annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs or (y) your targeted annual bonus for the year in which the Change of Control occurs. The aggregate amount , in each case assuming that the bonus targets are satisfied; (iii) you shall immediately become 100% vested with respect to any options to purchase the Company's capital stock that you then hold and/or any restrictions with respect to restricted shares of severance payable under this Section 2.1 the Company's capital stock that you then hold shall immediately lapse; (iv) the Company shall, at its sole expense as incurred, provide you with up to $15,000 for outplacement services for a period not to exceed 12 months, the scope of which shall be paid selected by you in equal installments your sole discretion and the provider of which shall be selected by you from among the providers offered to you by the Company; and (v) for the period beginning on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If Termination and ending on the earlier of (A) the date which is 12 full months following the Date of Termination or (B) the first day of your employment shall be terminated pursuant eligibility to participate in a Qualifying Terminationcomparable group health plan maintained by a subsequent employer, the Company shall maintain in full force pay for and effect, for provide you and your continued benefit for dependents with the Severance Period, all medical, dental and group life insurance plans in same medical benefits coverage to which you participated immediately prior to would have been entitled had you remained continuously employed by the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of Company during such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansperiod. In the event that your participation in any such welfare plan is barred or in you are ineligible under the event that your participation in any such plan would have adverse consequences for youterms of the Company's benefit plans to continue to be so covered, the Company shall provide you with benefits substantially similar to those which equivalent coverage through other sources or will provide you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this with a lump sum payment (determined on a present value basis using the interest rate provided in Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code"), on the Date of Termination) in such amount that, after all income and employment taxes on that amount, shall commence immediately following be equal to the end cost to you of providing yourself such benefit coverage. At the termination of the Severance Period or upon benefits coverage under the cessation first sentence of this Section 4(b)(v), you and your medical benefits from dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Code, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Company on the date such benefits coverage terminates. (c) The payments provided for in Sections 4(b)(i) and (ii) as applicable, shall be made periodically in the same amounts and at the same intervals as your base salary and bonus were paid immediately prior to termination of employment. (d) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to you by the Company) claimed to be owed by you to the Company, or otherwise. (e) Payment of any amount to you pursuant to this Section 4 and your acceptance of such amounts shall be subject to the preceding sentence, as applicableexecution of a general waiver and release of all claims in a form reasonably acceptable to the Company.

Compensation Upon Termination. 2.1 If your (a) In the event of the termination of Executive’s employment as a result of Executive’s death, (i) the Company shall (x) pay to Executive’s estate his Base Salary through the date of Executive’s death and any benefits that have accrued to such date under the Company’s standard benefit plans, (y) continue to pay to Executive’s estate his Base Salary for the twelve (12) month period following Executive’s death and (z) for the twelve (12) month period following Executive’s death provide continuation coverage to the members of Executive’s family under all health plans and programs in which such family members participated immediately prior to Executive’s death, and (ii) all unvested Options that would have vested during the twelve (12) month period following Executive’s death (had Executive not died) shall become immediately vested and, together with any vested Options, shall be exercisable in accordance with the provisions of the Option Agreement. In the event of the termination of Executive’s employment as a result of Executive’s Disability, (i) the Company shall pay to Executive his Base Salary through the termination date and any benefits that have accrued to such date under the Company’s standard benefit plans and for twelve (12) months following such termination provide continuation coverage to Executive under all health plans and programs in which Executive participated immediately prior to such termination, and (ii) all unvested Options that would have vested during the twelve (12) month period following such termination (had such termination not occurred) shall become immediately vested and, together with any vested Options, shall be exercisable in accordance with the provisions of the Option Agreement. Except as aforesaid and as provided in Section 6(e), Executive shall have no further entitlement to any other compensation or benefits from the Company. (b) In the event of the termination of Executive’s employment by the Company for Cause or by Executive other than for Good Reason, (i) the Company shall pay to Executive his Base Salary through the date of such termination and any benefits that have accrued to such date under the Company’s standard benefit plans, and (ii) all unvested Options shall be forfeited and all vested Options shall be exercisable in accordance with the provisions of the Option Agreement. Except as aforesaid, Executive shall have no further entitlement to any other compensation or benefits from the Company. (c) In the event that, absent a Change in Control, Executive’s employment is terminated (i) by the Company other than as a result of Executive’s death or Disability or for Cause or (ii) by Executive for Good Reason, then, subject to Executive’s delivery to the Company of a general release of claims, which such release shall exclude, without limitation, any claims arising from or related to the Company’s severance obligations pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 this Section 6(c) or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such periodSection 6(d), as applicable, and Section 6(e) below (a “Release”) that becomes effective and irrevocable within sixty (60) days following the date of such termination, the Company shall (x) pay to Executive his/her Base Salary through the date of such termination and any benefits that have accrued to such date under the Company’s standard benefit plans (which shall not be referred contingent on Executive’s execution and non-revocation of a Release), (y) continue to pay to Executive his/her Base Salary for six (6) months following such termination in accordance with the Company’s standard payroll practices, whereby the first of such payments shall commence on the first payroll period following the date the Release becomes effective and irrevocable and shall include any amount that would have been paid had the Release been effective and irrevocable on Executive’s termination date, and (z) for the same post-termination period as the "Severance Period"): (a) your highest annual base salary Executive’s Base Salary is being paid, provide COBRA continuation coverage to Executive under all health plans and programs in effect at any time during the 12-month period which Executive participated immediately prior to such termination (to the Date extent permitted by applicable law). In addition, subject to Executive’s delivery to the Company of Terminationa Release that becomes effective and irrevocable within sixty (60) days following the date of such termination, plusall unvested Options that would have vested during the six (6) month period following such termination (had such termination not occurred) shall become immediately vested and, together with any vested Options, shall be exercisable in accordance with the provisions of the Option Agreement. Except as aforesaid and as provided in Section 6(e), Executive shall have no further entitlement to any other compensation or benefits from the Company. (bd) In the higher of the following: (i) the highest amount paid to you under the Annual Incentive Planevent that, during the within three (3) plan years most recently ended months prior to or twelve (12) months following a Change in Control, Executive’s employment is terminated (i) by the Date Company other than as a result of Termination; or Executive’s death or Disability or for Cause or (ii) your annual target bonus awardby Executive for Good Reason, if anythen, under subject to Executive’s delivery to the Annual Incentive Plan for Company of a Release that becomes effective and irrevocable within sixty (60) days following the fiscal year in which the Date date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Terminationsuch termination, the Company shall maintain (x) pay to Executive his Base Salary through the date of such termination and any benefits that have accrued to such date under the Company’s standard benefit plans (which shall not be contingent on Executive’s execution and non-revocation of a Release), (y) continue to pay to Executive his Base Salary for twelve (12) months following such termination in full force accordance with the Company’s standard payroll practices, whereby the first of such payments shall commence on the first payroll period following the date the Release becomes effective and effectirrevocable and shall include any amount that would have been paid had the Release been effective and irrevocable on Executive’s termination date, for your continued benefit and (z) for the Severance Periodsame post-termination period as Executive’s Base Salary is being paid, provide COBRA continuation coverage to Executive under all medical, dental health plans and group life insurance plans programs in which you Executive participated immediately prior to such termination (to the Date extent permitted by applicable law). In addition, subject to Executive’s delivery to the Company of Termination, provided a Release that your continued participation is permissible under becomes effective and irrevocable within sixty (60) days following the general terms and conditions date of such welfare planstermination, and all unvested Options that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans would have vested during the Severance Period twelve (12) month period following such termination (had such termination not occurred) shall become immediately vested and, together with respect any vested Options, shall be exercisable in accordance with the provisions of the Option Agreement. Except as aforesaid and as provided in Section 6(e), Executive shall have no further entitlement to the active employees may, in any other compensation or benefits from the Company's discretion, modify your continued benefit under such plans. . (e) In the event that your participation in of any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for youtermination pursuant to Section 5(a), (c) and (d), the Company shall provide you with benefits substantially similar also pay Executive his Target Bonus as follows, subject to those which you Executive’s delivery to the Company of a Release that becomes effective and irrevocable within sixty (60) days following the date of such termination if such termination occurs under Section (c) or (d) above: (i) if the Target Bonus is based, in whole or in part, on the achievement of interim objectives and Executive has met such objectives at the time of termination, Executive shall be entitled to that portion of his Target Bonus applicable to such interim objectives regardless of whether such termination occurs before the end of the applicable year and the actual calculation of such Target Bonus for such year; (ii) if the Target Bonus is based, in whole or in part, on the achievement of year-end objectives and Executive has met such objectives, Executive shall be entitled to that portion of his Target Bonus applicable to such year-end objectives as long as Executive was employed by the Company at the end of the applicable year regardless of when the Target Bonus is actually calculated and/or paid to Executive; and (iii) if the Target Bonus is based, in whole or in part, on the achievement of year-end objectives and Executive’s employment terminates before the end of the applicable year, then Executive shall not be entitled to that portion of his Target Bonus applicable to such year-end objectives, except in the case of Executive’s death before the end of the applicable year. In such event, Executive shall be entitled to that portion of his Target Bonus applicable to year-end objectives as if Executive was employed for the full year but prorated for the number of days during the year that he actually worked prior to his death. (f) If Executive disputes the termination of his employment by the Company pursuant to Section 5(b) and such dispute results in a final determination to the effect that the Company did not have a proper basis for such termination, the Company shall promptly pay to Executive all payments Executive would have been entitled to receive under such welfare plans had your participation his employment hereunder not been barred improperly terminated; provided, however, that any payments or had you not potentially suffered such adverse consequences. The continued coverage benefits under this Section 2.2 6(e) shall apply to each be reduced by the amount of your eligible dependents who are participating any payments or benefits provided under any other provision of Section 6 hereof. (g) The continuation coverage under any health plans and programs for the periods provided in such welfare plans as Section 6(a), (c) and (d) shall be provided (i) at the expense of the Date Company and (ii) in satisfaction of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage Company’s obligation under Section 4980B of the Internal Revenue Code (and any similar state law) with respect to the period of 1986, as amended time such benefits are continued hereunder. (h) This Section 6 sets forth the "Code") shall commence immediately following the end only obligations of the Severance Period or Company with respect to the termination of Executive’s employment with the Company, and Executive acknowledges that, upon the cessation termination of your medical his employment, he shall not be entitled to any payments or benefits from the Company pursuant which are not explicitly provided herein. Notwithstanding the foregoing, the Company’s obligations in this Section 6 are conditioned absolutely on Executive’s execution of a general release and waiver in favor of the Company and its affiliates of any and all claims Executive has or may have against the Company and its affiliates up through and including the date of Executive’s termination, including return/protection of Company property, confidentiality, non-competition, non-solicitation and non-disparagement covenants, in a form acceptable to the preceding sentence, as applicableCompany.

Compensation Upon Termination. 2.1 (i) If your employment with the Corporation is terminated by reason of your death, by the Corporation for Cause or Disability, or by you other than for Good Reason, the Corporation shall pay you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such payments are due, and the Corporation shall have no further obligations to you under this Agreement. (ii) If you incur a Payment Termination, then, subject to Section 4(v), in lieu of any severance benefits to which you may otherwise be terminated pursuant to a Qualifying Terminationentitled under any severance plan or program of the Corporation or by law, you shall receive be entitled to the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"):provided below: (a) the Corporation shall pay to you your highest annual full base salary salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time during the 12-month period immediately prior to the Date of Termination, plussuch payments are due; (b) the higher Corporation shall, at the time specified in Section 4(iii), pay as severance pay to you a lump-sum severance payment equal to the sum of the following: (iA) the highest amount paid greater of (x) your annual base salary as in effect immediately prior to you under delivery of the Annual Incentive Plan, during the three Notice of Termination or (3y) plan years most recently ended your annual base salary as in effect immediately prior to the Date of TerminationChange in Control; orand (iiB) the greater of (x) your targeted annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If occurs or (y) your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit targeted annual bonus for the Severance Period, all medical, dental and group life insurance plans year in which the Change in Control occurs, as if the bonus goals are satisfied; (c) you participated shall immediately prior become vested with respect to one hundred percent (100%) of the unvested portion of any options to purchase the Corporation’s capital stock that you then hold and/or the restrictions with respect to one hundred percent (100%) of the restricted shares or other equity awards with regard to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and Corporation’s capital stock that you continue to make all required employee contributions under each such planthen hold shall immediately lapse; provided, however that any amendment with regard to stock options, restricted shares or termination other equity awards with regard to the Corporation’s capital stock held by you that contain provisions making the vesting of, or lapse of restrictions with respect to, such plans during awards contingent upon the Severance Period attainment of one or more performance goals (“Performance Awards”), such Performance Awards shall become vested and/or restrictions shall lapse with respect to one hundred percent (100%) of the active employees may, in shares of the Company's discretion, modify your continued benefit under such plans. In the event Corporation’s capital stock that your participation in any such welfare plan is barred or in the event that your participation in any such plan otherwise would have adverse consequences become vested during the year of your termination of employment as if the performance goals with respect to such year (or prior periods) had been attained; (d) for youthe period beginning on the date of the Payment Termination and ending on the earlier of (i) the date which is twelve (12) full months following the date of the Payment Termination or (ii) the first day of your eligibility to participate in a comparable group health plan maintained by a subsequent employer, the Company Corporation shall pay for and provide you and your dependents with the same medical benefits substantially similar coverage to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered remained continuously employed by the Corporation during such adverse consequencesperiod. The continued In the event that you are ineligible under the terms of the Corporation’s benefit plans to continue to be so covered, the Corporation shall provide you with substantially equivalent coverage through other sources. At the termination of the benefits coverage under the first sentence of this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer4(ii)(d), you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" and your dependents shall be entitled to continuation coverage under pursuant to Section 4980B of the Internal Revenue Code Code, Sections 601-608 of 1986the Employee Retirement Income Security Act of 1974, as amended amended, and under any other applicable law, to the extent required by (or applicable pursuant to) such laws, as if you had terminated employment with the Corporation on the date such benefits coverage terminates; and (e) the Corporation shall furnish you for six (6) years following the date of the Payment Termination with directors’ and officers’ liability insurance insuring you against insurable events which occur or have occurred while you were a director or officer of the Corporation, such insurance to have policy limits aggregating not less than the amount in effect immediately prior to the Change in Control, and otherwise to be in substantially the same form and to contain substantially the same terms, conditions and exceptions as the liability issuance policies provided for officers and directors of the Corporation in force from time to time, provided, however, that such terms, conditions and exceptions shall not be, in the aggregate, materially less favorable to you than those in effect on the date hereof; provided, further, that if the aggregate annual premiums for such insurance at any time during such period exceed one hundred and fifty percent (150%) of the per annum rate of the premium currently paid by the Corporation for such insurance, then the Corporation shall provide the maximum coverage that will then be available at an annual premium equal to one hundred and fifty percent (150%) of such rate. (iii) The payment provided for in Section 4(ii)(b) shall be made on the sixtieth (60th) day following the date of the Payment Termination. (iv) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to you by the Corporation) claimed to be owed by you to the Corporation, or otherwise. (v) As a condition to your receipt of any benefits described in Section 4(ii) hereof (other than the benefits described in Section 4(ii)(a)), you shall be required to execute a release of all claims arising out of your employment or the termination thereof, in a form reasonably acceptable to the Corporation (the "Code"“Release”), no later than fifty (50) shall commence immediately days following the end of the Severance Period or upon the cessation date of your medical benefits from Payment Termination and you must not revoke the Company pursuant Release during any period permitted under applicable law. Such Release shall specifically relate to all of your rights and claims in existence at the preceding sentence, as applicabletime of such execution but shall exclude any continuing obligations the Corporation may have to you following the date of termination under this Agreement or any other agreement providing for obligations to survive your termination of employment.

Compensation Upon Termination. 2.1 If your Upon termination of Employee’s employment by either party for any reason whatsoever, Employee shall be terminated pursuant entitled to continue to receive his/her base salary, minus applicable withholdings required by law or authorized by Employee, and any accrued, unpaid and appropriately documented business expenses through the Termination Date. In addition, during the Term of this Agreement, upon termination of Employee’s employment within twelve (12) months after a Qualifying TerminationChange in Control, you either (i) by the Company without Cause, or (ii) by Employee for Good Reason, and in either case conditioned upon Employee’s timely execution of an Effective Release, Employee shall receive the following payments be entitled to, in lieu of any other severance benefit: a. Payment of an amount equal to one and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 half (or the equivalent1.5) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual times base salary at Employee’s annual rate in effect at any time during the 12-month period immediately prior to the Date of TerminationTermination Date, plus minus applicable withholdings required by law or authorized by Employee (b) the higher of the following: (i) the highest “Termination Compensation”), with such amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments a lump sum within sixty (60) calendar days following the Termination Date (provided, for the avoidance of doubt, such payment is subject to Employee’s timely execution of an Effective Release); b. Conditioned on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated Employee’s proper and timely election pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all “COBRA” to continue medical, dental and/or vision insurance benefits as in effect for Employee and, if applicable, Employee’s eligible spouse and group life insurance plans in which you participated dependents, immediately prior to the Termination Date of Termination, provided that your continued participation is permissible under the general terms and conditions Company’s group health plan(s), prompt reimbursement on a taxable basis of Employee’s applicable COBRA premiums (cost) for such welfare planscontinued medical, and that you continue to make all dental and/or vision coverage minus applicable withholdings required employee contributions under each such plan; providedby law or authorized by Employee until, that any amendment or termination of such plans during the Severance Period with respect to each of such medical, dental and/or vision coverage separately, the active employees mayearliest of: (i) twelve (12) months following the Termination Date; (ii) Employee becomes eligible for such insurance coverage from another employer or enrolls in or obtains such insurance coverage from another source; or (iii) Employee otherwise is no longer eligible for COBRA continuation coverage (provided, however, that if the Company cannot provide the reimbursement described in this Section 2(b) without incurring penalties under or violating applicable law, the Company's discretion, modify your continued benefit under such plans. In the event that your participation Company and Employee shall cooperate in any such welfare plan is barred or good faith to determine an alternative manner in the event that your participation in any such plan would have adverse consequences for you, which the Company shall provide you substantially equivalent payments to Employee); and c. One hundred percent (100%) of all then outstanding and unvested stock options and other equity awards held by Employee shall become vested and immediately and fully exercisable, notwithstanding any provision in any award agreement, but subject to applicable withholdings required by law or authorized by Employee. For the avoidance of doubt, all performance-based restricted stock units and performance-based restricted stock previously granted to Employee shall be deemed to have achieved 100% of the minimum applicable performance targets in the event the applicable performance period has not been completed at the time of the Change in Control, unless otherwise provided in any purchase or other acquisition agreement the consummation of which gives rise to a Change in Control or as otherwise provided by the Board of Directors of the Company or the Compensation Committee of the Board of Directors of the Company in connection with such Change in Control. Notwithstanding the foregoing, if the Termination Compensation or other benefits substantially similar provided to those which you Employee pursuant to this Agreement are determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (“Section 409A”), then (i) if the sixty (60) calendar day period following the Termination Date begins in one calendar year and ends in the next calendar year, the Termination Compensation and/or other benefit shall not be paid until that next calendar year, and (ii) if Employee is deemed by the Company to be a “specified employee” within the meaning of Section 409A(2)(B)(i) of the Code, no payments of any of such Termination Compensation and/or other benefit that constitutes nonqualified deferred compensation shall made for six (6) months plus one (1) day after the Termination Date (the “New Payment Date”). The aggregate of any such payments that would have otherwise been paid during the period between the Termination Date and the New Payment Date shall be paid to Employee in a lump sum on the New Payment Date (or, if not a business day, the first business day thereafter). Upon termination of employment (i) due to Employee’s death, (ii) due to Employee’s Disability, (iii) by the Company for Cause, (iv) by Employee without Good Reason, or (v) following the Term of this Agreement, Employee shall not be entitled to receive under such welfare plans had your participation not been barred any Termination Compensation or had you not potentially suffered such adverse consequences. The continued coverage other additional compensation or benefits under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicableAgreement.

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time If during the 12-month period immediately prior to Employment Period the Date of TerminationExecutive’s employment is terminated (A) by the Company other than for Cause or (B) by the Executive for Good Reason, plus (b) the higher of the followingthen: (i) the highest amount paid Company shall continue to you pay to the Executive (or his legal representatives or estate) his Base Salary then in effect for the remainder of the Contract Term, or if greater, for a period of one year; PROVIDED, HOWEVER that if such termination occurs on or after a Change in Control the Company shall pay the Executive in three equal successive monthly payments, commencing on the first day of the month following termination of employment that in the aggregate are equal to either (1) three times the sum of (x) the Executive’s annualized Base Salary then in effect and (y) annualized target Annual Bonus (or the actual Annual Bonus earned by the Executive during the immediately preceding year, determined on an annualized basis, if greater than the target Annual Bonus) (the sum of (x) and (y) hereinafter being referred to as the “Change in Control Amount”) should such termination occur at a time when the Company has not made grants under the Annual Incentive Plan, during Plan to the three (3) plan years most recently ended Executive or the Executive is not at least 50% vested in all of such grants that have been made to him prior to the Date Change in Control and (2) two times the Change in Control Amount should such termination occur at a time when the Company has made grants to the Executive under the Plan and the Executive is at least 50% vested in all such grants that have been made to him prior to the Change in Control. The timing for any payment provided for in this paragraph shall be subject to the provisions of Termination; orSection 27 of this Agreement. For purposes of Section 20(a)(i)(1) or (2), a grant made prior to a Change in Control, including one for which Executive receives the stock of an acquirer in a Change of Control, shall be deemed to be vested as of termination of Executive’s employment after the Change in Control where vesting of such grant continues to occur after such termination. (ii) your annual target bonus awardFor eighteen (18) months following termination of employment, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 Executive shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant entitled to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, coverage at Company’s sole expense under all medical, dental and group life insurance plans in which you participated immediately prior benefit programs that the Company generally makes available to the Date of Terminationits employees and senior executives during such eighteen-month period, provided that your continued the Executive’s participation is permissible possible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination provisions of such plans and programs. (iii) The Executive’s right to exercise and/or the Executive’s vesting in equity or equity related compensation awards shall continue during the Severance Period with respect period of the Consultancy Agreement referred to in Section 28, to the active employees mayextent permitted under the applicable Plan, in and management will make all reasonable efforts to see that any such Plan so provides. The amount of any payment or benefit provided for the Executive hereunder shall not be reduced by retirement benefits or by offset against any amount claimed to be owed by the Executive to the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for youFurthermore, the Executive shall not be required to mitigate the amount of any payment provided for the Executive by seeking other employment or otherwise, nor, shall the amount of any payment or benefit provided for the Executive hereunder be reduced by any compensation earned by the Executive as a result of employment by another employer (provided such employment does not violate the provisions of Section 9 of this Agreement). For purposes of this Agreement, the occurrence of a Change in Control event shall be certified objectively by the CEO of the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under solely on a ministerial basis based on the definitions provided in subsection (b) of this Section 2.2 20 and such certification shall apply to each not involve any discretionary authority. (b) For purposes of your eligible dependents who are participating this Agreement, “Change in such welfare plans as Control” means any of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicable.events:

Compensation Upon Termination. 2.1 If (a) In the event of the occurrence of a Trigger Event, the Company will pay to you within thirty (30) days of the Date of Termination an amount equal to the product of (i) three (3) times (ii) the sum of (A) your annual base salary rate in effect immediately prior to the Trigger Event (or such higher rate as may have been in effect within the 90 days prior to the Notice of Termination) plus (B) an annualized amount equal to the aggregate bonus paid to (or accrued for) you by the Company during the three years preceding such Trigger Event or such shorter period of your employment shall be terminated pursuant to divided by the lesser of three (3) or the period of your employment (expressed in years and any fraction thereof). (b) In the event of a Qualifying TerminationTrigger Event, you shall receive the following payments such Trigger Event and benefits for the one-a three (3) year period following after the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior arrange to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with life, disability, dental, accident and group health insurance benefits substantially similar to those which you were receiving immediately prior to the Trigger Event. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (b) or Section 2 above if an equivalent benefit is actually received by you through an entity to which you provide services during the thirty-six (36) month period following your termination, and any such benefit actually received by you shall be reported to the Company. For purposes of the application of the Company's benefits, after termination of employment, you shall be treated, to the extent that applicable law pertaining to the particular benefit plan permits the Company to do so, as if you had remained in the employ of the Company, with a total annual salary at the base salary rate used for the determination of your severance amount above, and service or similar credits, if any, will continue to accrue during such period as if you had remained in the employ of the Company. If in spite of the provisions of this clause, benefits under any benefit plan shall not be payable or provided to you under such plan (or to your dependents, beneficiaries or estate), because you are no longer deemed an employee of the Company, then the Company shall pay or provide payment of such benefits to you or your dependents, beneficiaries or estate. To the extent that applicable law does not permit any Company benefit referred to above to be provided, paid or funded through the applicable Company benefit plan, then the Company shall not be required to provide such benefit through such plan and shall only be required to provide in the case of a benefit the tax treatment of which is enhanced by such plan an amount equal to what would have been entitled the Company's initial contribution to receive under such welfare plans had plan and not the equivalent benefit. In addition, the Company shall maintain with a reputable carrier directors and officers liability coverage for your participation not been barred or had you not potentially suffered such adverse consequences. The continued benefit with coverage under this Section 2.2 shall apply amounts at least equal to each of your eligible dependents who are participating those in such welfare plans as of place prior to the Date of TerminationTrigger Event and, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extentextent available, by virtue on terms at least as favorable as the terms of such coverage prior to the Trigger Event, until such time as all applicable statutes of limitations shall have expired. (c) Immediately prior to, but subject to, a Trigger Event, all of your employment then outstanding options to purchase common stock of the Company shall be accelerated so that they shall become immediately exercisable in full, provided in the event of a Trigger Event as a result of a tender offer, such options shall become fully exercisable in a timely manner such that you may participate in such tender offer at any stage. (d) The Company shall pay to you all legal fees and expenses incurred by you in connection with another employerthe execution of this Agreement or seeking to obtain, you become eligible under another employer's plan interpret or plans for medicalenforce any right or benefit provided by this Agreement. (e) For purposes of this Section 4(e), dental or group life insurance benefits, as the case may be. Your eligibility for terms "COBRAparachute payment," continuation coverage under "excess parachute payment," "present value," and "base amount" have the meanings ascribed in Section 4980B 280G of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following and as in effect at the end date of this Agreement. The term "excise tax" means the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicabletax imposed by Code Section 4999.

Compensation Upon Termination. 2.1 (a) If your the Executive’s employment is terminated by the Company for Cause or by reason of the Executive’s death or Disability, or if the Executive 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 estate the following amounts that the Executive earned pursuant to the provisions of this Agreement but that were not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 5(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, if any, in accordance with the 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 “Accrued Cash Obligations”). In addition to the Accrued Cash Obligations, in the event the Executive’s employment terminates by reason of his death or Disability, the Executive or his estate will be paid his Target Bonus, pro-rated for his actual period of service during the fiscal year in which such termination of employment occurs. Such pro-rated Target Bonus shall be terminated 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, 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 (12) months of service-vesting credit. In addition, any stock option grant, to the extent vested (including 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 that termination event, but in no event beyond the expiration of the maximum stock option term. Notwithstanding the foregoing, in no event shall the Executive vest in any portion of any equity award, unless the applicable performance goal for that award, if any, is attained. The Executive’s entitlement to any other benefits will be determined in accordance with the Company’s employee benefit plans then in effect. (b) If the Executive’s employment is terminated: (i) by the Company for any reason other than for Cause or Disability; (ii) by the Executive for Good Reason; or (iii) pursuant to a Qualifying TerminationNotice of Non-Renewal delivered by the Company, you shall receive the Executive will, in addition to the Accrued Cash Obligations, be entitled to the following payments compensation and benefits from the Company, provided and only if (x) the Executive executes and delivers to the Company a general release substantially in the form attached as Appendix B (the “Required Release”) within twenty-one (21) days (or forty-five (45) days if such longer period is required under applicable law) after such termination of employment, (y) the Required Release becomes effective and enforceable in accordance with applicable law and (z) the Executive complies with the restrictive covenants set forth in Section 9: (i) a separation payment equal to (A) two times the Executive’s Base Salary in effect at the time of the Notice of Termination and (B) two times the average of his actual Annual Bonuses for the three fiscal years immediately preceding the fiscal year in which such termination of employment occurs, with such payment to be made in successive equal increments, in accordance with the Company’s normal payroll practices for salaried employees, over the one-year period following measured from the Date date of Terminationthe Executive’s Separation from Service due to such termination of employment, if your grade level is 19 or 20 beginning on the first regular pay day within the sixty (or the equivalent) as of your Date of Termination, and for the two-year 60)-day period following the Date date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in Separation from Service on which the Date of Termination occurs. The aggregate amount of severance payable Required Release under this Section 2.1 7(b) is effective and enforceable following the expiration of any applicable revocation period in effect for that Release. However, should such sixty (60)-day period span two taxable years, then the first such installment shall not be paid until the end of such sixty (60)-day period. The remaining installments shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit successive regular pay days for the Severance PeriodCompany’s salaried employees, all medical, dental and group life insurance plans in which you participated immediately prior to beginning with the Date of Termination, provided that your continued participation is permissible under first such regular payday following the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as payment of the Date initial installment hereunder. For purposes of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”), the Executive’s right to receive such installments shall be deemed a right to receive a series of separate individual payments and not a right to single payment. (ii) an additional twelve (12) months of service-vesting credit solely for purposes of satisfying the service-vesting requirement of any unvested portion of any equity award whose vesting schedule has not been completed at the time of such termination; provided that in no event shall commence immediately the executive vest in any portion of any equity award subject to a performance goal unless the applicable performance goal for that award is attained; (iii) an extended exercise period of twenty-four (24) months following the end termination event to exercise any stock options that are vested (including the additional service vesting provided in Section 7(b)(ii) above) and outstanding at the time of such termination event, but in no event beyond the expiration of the Severance Period or upon the cessation maximum term of your medical benefits from such stock option; (iv) the Company will make a lump sum cash payment (the “Lump Sum Health Care Payment”) to the Executive in the dollar amount determined by multiplying (A) the monthly cost that would be payable by the Executive, as measured as of his Termination Date, to obtain continued medical care coverage for himself and his spouse and eligible dependents under the Company’s employee group health plan, pursuant to their COBRA rights, at the preceding sentencelevel in effect for each of them on such Termination Date by (B) eighteen (18). The Company shall pay the Lump Sum Health Care Payment to the Executive concurrently with the first installment of the separation payment made to the Executive in accordance with Section 7(b)(i) of this Agreement. Notwithstanding the foregoing, as applicable.the Lump Sum Health Care Payment shall not be subject to any holdback under Section 12(b), to the extent such payment does not exceed the applicable dollar amount under section 402(g)(1) of the Code for the year in which the Executive’s Separation from Service occurs. The Lump Sum Health Care Payment shall constitute taxable income to the Executive and shall be subject to the Company’s collection of all applicable withholding taxes, and the Executive shall receive only the portion of the Lump Sum Health Care Payment remaining after such withholding taxes have been collected. It shall be the sole responsibility of the Executive and his or her spouse and eligible dependents to obtain actual COBRA coverage under the Company’s group health care plan; and

Compensation Upon Termination. 2.1 If your (a) Upon termination of Executive's employment shall (i) by Building Products for any reason other than for Cause, Disability, Retirement or Death, or (ii) by Executive for Good Reason, in lieu of any severance payments that would otherwise be terminated due Executive upon termination of his employment, which severance benefits are hereby waived and relinquished by Executive, Building Products shall: (i) pay Executive his full base salary through the Date of Termination at the rate in effect at the time notice of termination is given (but in no event less than the Minimum Rate), and such bonus (if any), with respect to the immediately preceding fiscal year then ended (provided same has not already been paid) which has been earned by Executive pursuant to a Qualifying Termination, you shall receive the following payments Building Products' bonus program then in effect. (ii) pay Executive for all accrued and benefits for the one-year period following unused vacation through the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"):; (aiii) your highest annual pay Executive his full base salary at the rate in effect at any the time notice of termination is given (but in no event less than the Minimum Rate), during the 12-month remainder of the Term in accordance with Building Products' customary payment policies in effect for senior executives, plus the pro rata portion of a bonus, if any, with respect to the then current bonus period immediately prior applicable to Executive (including any hold back or deferred bonus) to which the Executive would otherwise be entitled but for the termination of Executive's employment. Executive shall not forfeit any bonus for the sole reason that he was not employed by Building Products or its successors or assigns at the end of the applicable bonus period or any date subsequent to the Date of Termination, plus. The provisions hereof shall control over the provisions contained in any bonus plan applicable to Executive. (biv) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your the continued benefit of Executive for the Severance Periodremainder of the Term all employee benefit plans relating to hospitalization, all medical, dental and group life insurance plans and disability programs or arrangements in which you participated Executive was entitled to participate and in which he was participating immediately before the Date of Termination provided that Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive's participation in any such plan or program is barred or otherwise impractical, Building Products shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans and programs immediately prior to the Date of Termination. (b) Executive shall not be required to mitigate the amount of any payment provided for in subparagraph 6(a)(iii) hereof by seeking other employment or otherwise. Building Products shall no longer have an obligation to provide benefits under subparagraph 6(a)(iv) relating to hospitalization, provided that your continued participation medical, life insurance and disability programs or arrangements to the extent Executive is permissible under the general terms covered by any hospitalization, medical, life insurance and conditions of such welfare plans, and that you continue disability program or arrangement pursuant to make all required employee contributions under each such plan; provided, that any amendment or subsequent employment. (c) Upon termination of such plans during the Severance Period with respect to the active employees mayExecutive's employment for Cause, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company Building Products shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of pay Executive his full base salary through the Date of TerminationTermination at the rate in effect at the time notice of termination is given (but in no event less than the Minimum Rate), unless such dependents cease and Building Products shall have no further obligations to remain eligible. Benefits Executive under this Section 2.2 Agreement. (d) If Executive is terminated due to Disability in accordance with the provisions of subparagraph 5(d) hereof, Building Products' sole obligation to Executive shall cease if and be to pay Executive his full base salary through the extentDate of Termination at the rate in effect at the time notice of termination is given (but in no event less than the Minimum Rate). (e) If Executive terminates his employment hereunder for Good Reason, by virtue EXCEPT in any instance wherein Good Reason involves or is related to any violation of your employment with another employerlaw or governmental rule or regulation on the part of Building Products or its shareholder, you become eligible under another employer's plan officers, directors, managers, employees, agents, successors or plans for medicalassigns, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B payment of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company compensation pursuant to this Section 6 shall be the preceding sentence, as applicablesole obligation of Building Products arising from such termination or the circumstances constituting Good Reason and the receipt of such compensation shall be the sole and exclusive remedy of Executive arising from such termination or the circumstances constituting Good Reason.

Compensation Upon Termination. 2.1 If your (a) In the event of the termination of Executive’s employment as a result of Executive’s death, (i) the Company shall be terminated pursuant (x) pay to a Qualifying TerminationExecutive’s estate his Base Salary through the date of Executive’s death and any benefits that have accrued to such date under the Company’s standard benefit plans, you shall receive the following payments and benefits (y) continue to pay to Executive’s estate his Base Salary for the one-year twelve (12) month period following Executive’s death and (z) for the Date twelve (12) month period following Executive’s death provide continuation coverage to the members of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of TerminationExecutive’s family under all health plans and programs in which such family members participated immediately prior to Executive’s death, and for (ii) all unvested Options that would have vested during the two-year twelve (12) month period following the Date of TerminationExecutive’s death (had Executive not died) shall become immediately vested and, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicabletogether with any vested Options, shall be referred exercisable in accordance with the provisions of the Option Agreement. In the event of the termination of Executive’s employment as a result of Executive’s Disability, (i) the Company shall pay to as Executive his Base Salary through the "Severance Period"): termination date and any benefits that have accrued to such date under the Company’s standard benefit plans and for twelve (a12) your highest annual base salary months following such termination provide continuation coverage to Executive under all health plans and programs in effect at any time during the 12-month period which Executive participated immediately prior to such termination, and (ii) all unvested Options that would have vested during the Date twelve (12) month period following such termination (had such termination not occurred) shall become immediately vested and, together with any vested Options, shall be exercisable in accordance with the provisions of Terminationthe Option Agreement. Except as aforesaid and as provided in Section 6(e), plusExecutive shall have no further entitlement to any other compensation or benefits from the Company. (b) In the higher event of the following: termination of Executive’s employment by the Company for Cause or by Executive other than for Good Reason, (i) the highest amount paid Company shall pay to you Executive his Base Salary through the date of such termination and any benefits that have accrued to such date under the Annual Incentive PlanCompany’s standard benefit plans, during and (ii) all unvested Options shall be forfeited and all vested Options shall be exercisable in accordance with the provisions of the Option Agreement. Except as aforesaid, Executive shall have no further entitlement to any other compensation or benefits from the Company. (c) In the event that, absent a Change in Control, Executive’s employment is terminated (i) by the Company other than as a result of Executive’s death or Disability or for Cause or (ii) by Executive for Good Reason, the Company shall (x) pay to Executive his Base Salary through the date of such termination and any benefits that have accrued to such date under the Company’s standard benefit plans, (y) continue to pay to Executive his Base Salary for three (3) plan years most recently ended months [six (6) months in the case of the CEO] following such termination if Executive was employed by the Company for less than one (1) year or for six (6) months [twelve (12) months in the case of the CEO] following such termination if Executive was employed by the Company for at least one (1) year and (z) for the same post-termination period as Executive’s Base Salary is being paid provide continuation coverage to Executive under all health plans and programs in which Executive participated immediately prior to such termination. In addition, all unvested Options that would have vested during the Date period following such termination (had such termination not occurred) shall become immediately vested and, together with any vested Options, shall be exercisable in accordance with the provisions of Termination; orthe Option Agreement. Except as aforesaid and as provided in Section 6(e), Executive shall have no further entitlement to any other compensation or benefits from the Company. (d) In the event that, within three (3) months prior to or twelve (12) months following a Change in Control, Executive’s employment is terminated (i) by the Company other than as a result of Executive’s death or Disability or for Cause or (ii) your annual target bonus award, if any, under the Annual Incentive Plan by Executive for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying TerminationGood Reason, the Company shall maintain (x) pay to Executive his Base Salary through the date of such termination and any benefits that have accrued to such date under the Company’s standard benefit plans, (y) continue to pay to Executive his Base Salary for twelve (12) months [twenty-four (24) months in full force the case of the CEO] following such termination and effect, for your continued benefit (z) for the Severance Period, same post-termination period as Executive’s Base Salary is being paid provide continuation coverage to Executive under all medical, dental health plans and group life insurance plans programs in which you Executive participated immediately prior to the Date of Terminationsuch termination. In addition, provided all unvested Options that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans would have vested during the Severance Period period following such termination (had such termination not occurred) shall become immediately vested and, together with respect any vested Options, shall be exercisable in accordance with the provisions of the Option Agreement. Except as aforesaid and as provided in Section 6(e), Executive shall have no further entitlement to the active employees may, in any other compensation or benefits from the Company's discretion, modify your continued benefit under such plans. . (e) In the event that your participation in of any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for youtermination pursuant to Section 5(a), (c) and (d), the Company shall provide you with benefits substantially similar also pay Executive his Target Bonus as follows: (i) if the Target Bonus is based, in whole or in part, on the achievement of interim objectives and Executive has met such objectives at the time of termination, Executive shall be entitled to those which you that portion of his Target Bonus applicable to such interim objectives regardless of whether such termination occurs before the end of the applicable year and the actual calculation of such Target Bonus for such year; (ii) if the Target Bonus is based, in whole or in part, on the achievement of year-end objectives and Executive has met such objectives, Executive shall be entitled to that portion of his Target Bonus applicable to such year-end objectives as long as Executive was employed by the Company at the end of the applicable year regardless of when the Target Bonus is actually calculated and/or paid to Executive; and (iii) if the Target Bonus is based, in whole or in part, on the achievement of year-end objectives and Executive’s employment terminates before the end of the applicable year, then Executive shall not be entitled to that portion of his Target Bonus applicable to such year-end objectives, except in the case of Executive’s death before the end of the applicable year. In such event, Executive shall be entitled to that portion of his Target Bonus applicable to year-end objectives as if Executive was employed for the full year but pro rated for the number of days during the year that he actually worked prior to his death. (f) If Executive disputes the termination of his employment by the Company pursuant to Section 5(b) and such dispute results in a final determination to the effect that the Company did not have a proper basis for such termination, the Company shall promptly pay to Executive all payments Executive would have been entitled to receive under such welfare plans had your participation his employment hereunder not been barred improperly terminated; provided, however, that any payments or had you not potentially suffered such adverse consequences. The continued coverage benefits under this Section 2.2 6(e) shall apply to each be reduced by the amount of your eligible dependents who are participating any payments or benefits provided under any other provision of Section 6 hereof. (g) The continuation coverage under any health plans and programs for the periods provided in such welfare plans as Section 6(a), (c) and (d) shall be provided (i) at the expense of the Date Company and (ii) in satisfaction of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage Company’s obligation under Section 4980B of the Internal Revenue Code (and any similar state law) with respect to the period of 1986, as amended time such benefits are continued hereunder. (h) This Section 6 sets forth the "Code") shall commence immediately following the end only obligations of the Severance Period or Company with respect to the termination of Executive’s employment with the Company, and Executive acknowledges that, upon the cessation termination of your medical his employment, he shall not be entitled to any payments or benefits from the Company pursuant which are not explicitly provided herein. Notwithstanding the foregoing, the Company’s obligations in this Section 6 are conditioned absolutely on Executive’s execution of a general release and waiver in favor of the Company and its affiliates of any and all claims Executive has or may have against the Company and its affiliates up through and including the date of Executive’s termination, including return/protection of Company property, confidentiality, non-competition, non-solicitation and non-disparagement covenants, in a form acceptable to the preceding sentence, as applicableCompany.

Compensation Upon Termination. 2.1 2.1. If your employment shall be terminated pursuant and you are entitled to a Qualifying Terminationbenefits under Section 1 of this Agreement then, except as provided in Subsection 2.2, you shall receive the following payments and benefits for benefits: 2.1.1. the one-year period Company shall pay to you in a lump sum within ten days following the Date of Termination, if Termination (a) your grade level is 19 or 20 (or base salary unpaid through the equivalent) Date of Termination at the rate in effect as of your the time of Notice of Termination and (b) an amount equal to the value as of the Date of Termination, and for Termination of the two-year period deferred portion of any bonus which has been declared but is unpaid under any incentive compensation plan or program of the Company then in effect; 2.1.2. the Company shall pay to you as severance pay in a lump sum within thirty days following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred an amount equal to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the twelve (12-) month period immediately prior to the Date of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; orand (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs2.1.3. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your the continued benefit of you for one year after the Severance PeriodDate of Termination, or, if sooner, until you are employed in a full-time capacity by another employer, all medical, dental non-cash health and group life insurance welfare plans and programs (excluding 401(k) or any employee bonus plans and programs or retirement plans or programs) in which you participated immediately prior to the Date of Termination, Termination provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination provisions of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansand programs. In the event that your participation in any such welfare plan or program is barred or in the event that your participation in any such plan would have adverse consequences for youbarred, the Company shall arrange to provide you with benefits substantially similar to those which you would have been are entitled to receive under such welfare plans had your participation not been barred and programs at no cost to you. At the end of the period of coverage, you shall have the option to have assigned to you at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Company and relating specifically to you. 2.2. Notwithstanding Section 1, the respective obligations of, and benefits afforded to, the Company and you as provided in this Section 2, shall survive termination of this Agreement. 2.3. No compensation or had you not potentially suffered such adverse consequences. The continued coverage benefits shall be due under this Agreement in the event your employment is terminated by you or the Company in circumstances other than those described in Section 2.2 shall apply 1.1, including but not limited to each of your eligible dependents who are participating a termination by you for any reason other than Good Reason, a termination by the Company for Cause, Disability, or death, or any termination that does not occur within twelve months following a Change in such welfare plans as Control. 2.4. To the extent that any or all of the Date payments and benefits provided for in this Agreement constitute “parachute payments” within the meaning of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) shall commence immediately following and, but for this Section 2.4 would be subject to the end excise tax imposed by Section 4999 of the Severance Period Code, the aggregate amount of such payments and benefits shall be reduced such that the present value thereof (as determined under the Code and applicable regulations) is equal to 2.99 times the Executive’s “base amount” (as defined in the Code). The determination of any reduction of any payment or upon the cessation of your medical benefits from the Company under Section 2 pursuant to the preceding sentenceforegoing provision shall be made by a nationally recognized public accounting firm chosen by the Company in good faith, as applicable.and such determination shall be conclusive and binding on the Company and you. A▇▇▇ ▇▇▇▇▇▇▇ September 15, 2004 Page 4

Compensation Upon Termination. 2.1 If your In the event of termination of the Executive's employment with the Company pursuant to Section 9 hereof, compensation shall continue to be paid by the Company to the Executive as follows: (A) In the event of termination pursuant to subsection 9(A) or 9(D), compensation provided for herein (including Base Compensation) shall continue to be paid, and the Executive shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in Sections 5 and 6 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of the Executive's participation in such plans through such date shall be terminated paid when due under those plans. The date of termination specified in any notice of termination pursuant to a Qualifying Terminationsubsection 9(A) shall be no later than the last business day of the month in which such notice is provided to the Executive. (B) In the event of termination pursuant to subsection 9(B) or 9(C), you compensation provided for herein (including Base Compensation) shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Terminationcontinue to be paid, and for the two-year period following Executive shall continue to participate in the Date employee benefit, retirement, and compensation plans and other perquisites as provided in Sections 5 and 6 hereof, through the date of Terminationtermination specified in the notice of termination. Any benefits payable under insurance, if your grade level is 21 or above (or health, retirement and bonus plans as a result of the equivalent) as of your Date of Termination (Executive's participation in each case, such period, as applicable, plans through such date shall be referred paid when due under those plans. In addition, the Executive shall be entitled to as continue to receive from the "Severance Period"): (a) your highest annual base salary Company at his Base Compensation at the rates in effect at any the time during of termination for the 12-month period immediately prior to the Date of Termination, plus (b) the higher remaining Term of the following: (i) the highest amount paid to you under the Annual Incentive PlanAgreement. In addition, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Terminationsuch periods, the Company shall will maintain in full force and effect, effect for your the continued benefit for of the Severance PeriodExecutive each employee welfare benefit plan (as such term is defined in the Employee Retirement Income Security Act of 1974, all medical, dental and group life insurance plans as amended) in which you participated the Executive was entitled to participate immediately prior to the Date date of Terminationhis termination, unless an essentially equivalent and no less favorable benefit is provided that your by a subsequent employer of the Executive. If the terms of any employee welfare benefit plan of the Company do not permit continued participation is permissible under by the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for youExecutive, the Company shall will arrange to provide you with benefits to the Executive a benefit substantially similar to those which you would have been to, and no less favorable than, the benefit he was entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following at the end of the Severance Period or upon period of coverage. (C) In the cessation event of your medical benefits from the Company termination pursuant to subsection 9(E), compensation provided for herein (including Base Compensation) shall continue to be paid, and the preceding sentenceExecutive shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as applicable.provided in Sections 5 and 6 hereof, (i) in the event of the Executive's death, through the date of death, or (ii) in the event of the Executive's disability, through the date of proper notice of disability as required by subsection 7(E). Any benefits payable under insurance, health, retirement and bonus plans as a result of the Executive's participation in such plans through such date shall be paid when due under those plans. 104

Compensation Upon Termination. 2.1 If a Change of Control occurs and your employment shall be is subsequently terminated pursuant during the term of this Agreement under the circumstances described in Section 3 that entitle you to a Qualifying Terminationbenefits under this Agreement, then: (a) The Company will continue to provide medical and dental insurance coverage to you shall receive the following and your dependents at Company expense which is comparable in benefits, deductibles, co-payments and benefits for other terms, to the one-year period following coverage which you had (i) immediately prior to the Change of Control or (ii) as of the Date of Termination, if whichever is better in your grade level is 19 sole discretion, and this coverage will continue until the earlier of (A) the third anniversary of the Date of Termination and (B) such time as you become eligible to join a comparable plan sponsored by another employer, including self-employment (the “Welfare Benefits Continuation Period”). Such coverage shall be credited against the time period that you and your dependents are entitled to receive continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). During the Welfare Benefits Continuation Period, (i) the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year, and (ii) the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Your rights pursuant to this Section 5(a) shall not be subject to liquidation or 20 exchange for another benefit. (or b) Provided that you are eligible to participate in the equivalent) Company’s Retiree Medical Plan as of your Date of Termination, and for the two-year period following the Date of Termination, if after the cessation of benefits described in Section 5(a) above, the Company will provide retiree medical coverage for you and your grade level dependents which is 21 comparable in benefits and in participant contributions, deductibles, co-payments and other terms to the coverage provided by the Company’s retiree medical plan in effect (i) immediately prior to the Change of Control or above (or the equivalentii) as of your the Date of Termination Termination, whichever is better in your sole discretion (with a coordination of benefits clause comparable to the clause used in each caseconnection with the relevant retiree medical plan). The Company shall continue to provide the benefits, if any, under this Section 5(b) for so long as permitted under the Company’s Retiree Medical Plan. During the time that such periodretiree medical benefits are provided, as applicable(i) the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year, and (ii) the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Your rights pursuant to this Section 5(b) shall not be referred subject to as the "Severance Period"):liquidation or exchange for another benefit. (ac) The Company shall pay to you the following amounts in one lump-sum payment in cash within 30 days after the Date of Termination, unless a later payment date is required by Section 9: (i) your highest annual full base salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given, plus an amount in cash equal to the value of any time during vacation earned but not taken (based upon such rate of base salary); (ii) to the 12extent not paid, your full prior-month period immediately year short-term annual incentive compensation (in the amount determined prior to the Date of Termination, plus (b) the higher of the following: (i) the highest or if such amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation has not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans determined as of the Date of Termination, unless an amount not less than the higher of (x) your actual short-term annual incentive compensation amount for the year before such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease prior-year or (y) your target short-term annual incentive compensation amount for such prior-year); (iii) if and to the extentDate of Termination occurs during the same plan year in which the Change of Control occurs, by virtue your short-term annual incentive compensation target amount on the Date of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefitsTermination, as if the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B performance goals applicable to such amount have been fully satisfied (i.e., achieved at 100% of target, or, if determinable, achieved at the actual level); provided that such compensation will be prorated to reflect the number of days that have elapsed as of the Internal Revenue Code Date of 1986, as amended (Termination since the "Code") shall commence immediately following beginning of such year; or if the Date of Termination occurs after the end of the Severance Period or plan year in which the Change of Control occurs, then your short-term annual incentive compensation that is based on the Company’s actual performance achievement of the financial metrics under the short-term annual incentive compensation plan applicable to all participants in such plan, such as absolute and relative return on investment; provided that such compensation will be prorated to reflect the number of days that have elapsed as of the Date of Termination since the beginning of such year; plus (iv) a termination payment equal to the product of “3” times the sum of (I) your annualized base salary as of the Date of Termination and (II) your target short-term annual incentive compensation amount in effect as of your Date of Termination. The lump-sum payment under this Section 5(c)(iv) shall be deposited in a “rabbi trust” upon the cessation execution of your medical benefits from any merger, stock purchase, asset purchase or similar agreement that, upon the consummation of the transactions contemplated thereunder, would result in a Change of Control. (d) The Company shall pay to you in one lump-sum payment in cash within 30 days after the Date of Termination, unless a later payment date is required by Section 9, the highest, as determined by an accounting firm selected by the Company prior to the Change of Control, of: (i) your benefits pursuant to the preceding sentenceInternational Paper Company Unfunded Supplemental Retirement Plan for Senior Managers (“SERP”) payable under the terms of such plan, as applicableif there had been a Change of Control; (ii) your benefits pursuant to the SERP as if there had not been a Change of Control and as if you were credited with 3 years of additional age and 3 years of additional service; or (iii) your benefits pursuant to the Retirement Plan of International Paper Company in effect immediately prior to the Change of Control, as if you were credited with 3 years of additional age and 3 years of additional service, or, if your employment with the Company commenced after June 30, 2004, your benefits under the Retirement Savings Account with 3 additional years of Company contributions.

Compensation Upon Termination. 2.1 If your a. In the event that the Company terminates Moog's employment shall be terminated pursuant to a Qualifying TerminationSection 8a(1) hereof, you shall receive the following payments and benefits for the one-year period following the Date of Termination, or if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your Moog terminates his employment shall be terminated pursuant to a Qualifying TerminationSection 8a(4), the Company shall maintain in full force promptly pay Moog the sum of: (i) all accrued compensation (including vacation time) and effect, for your continued benefit 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 Severance Periodremainder of the original 3 year term of this Agreement or the 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 medicalother 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, dental and group life insurance plans whichever is later; provided, however, with respect to any benefit in which you participated 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 Date benefit and including in the case of Terminationany amounts relating to life insurance and disability insurance under Sections 5(a) and 5(d), 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 that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such planMoog by his new employer; provided, that any amendment or termination 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 for such COBRA coverage for 18 months (but in no event later than the fourth anniversary of such plans during the Severance Period Effective Date) of health care coverage beginning with respect to the active employees may, in month contiguous with the last effective date of Moog's health care coverage by the Company's discretion, modify your continued benefit under such plans. . b. In the event that your participation in the Company terminates Moog's employment pursuant to Section 8a(2), or if Moog terminates his employment pursuant to Section 8a(3), Moog shall be entitled to no further compensation or other benefits under this Agreement, except for any unpaid salary (including vacation time), bonus and benefits accrued and earned by him hereunder up to and including the effective date of such welfare plan is barred termination. c. In the event of termination of Moog's employment under this Agreement due to Moog's permanent disability or death (Sections 8a(5) or (6)), Moog (or his successors and assigns in the event that your participation in any such plan would have adverse consequences for you, the Company of his death) shall provide you with benefits substantially similar to those which you would have been be entitled to receive under that portion of any unpaid salary (including vacation time), bonus and benefits accrued and earned by him hereunder up to and including the effective date of such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical benefits from the Company pursuant to the preceding sentence, as applicabletermination.

Compensation Upon Termination. 2.1 If a Change in Control occurs during the Term of this Agreement, you shall be entitled to the following benefits upon termination of your employment, provided that such termination occurs during the Term: (a) If your employment ends for any reason other than a termination by the Company for other than Cause or by you for Good Reason, the Company shall be pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any retirement, insurance or other compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement. (b) If your employment by the Company is terminated pursuant to by the Company other than for Cause, either after a Qualifying TerminationChange in Control or no more than 90 days before a Change in Control, or if you terminate your employment for Good Reason after a Change in Control, you shall receive be entitled to the following payments and benefits for provided below, subject to the one-year period following provisions of Section 5: (i) the Company shall pay you (A) your full base salary through the Date of Termination, if Termination at the rate in effect at the time Notice of Termination is given; (B) a lump sum cash payment equal to the amount of your grade level is 19 or 20 (or annual incentive bonus cash award payable during the equivalent) as fiscal year of your Date of Termination, calculated assuming performance at the target level and prorated to reflect the number of months of such fiscal year elapsed through the Date of Termination; and (C) all other amounts to which you are entitled under any compensation plan of the Company, including the Company’s supplemental executive retirement plan, at the time such payments are due; (ii) in lieu of any further salary payments to you for the two-year period following periods after the Date of Termination, if your grade level is 21 or above the Company shall pay you a lump sum severance payment equal to [Category A officers —2.99 times] [Category B officers —2.00 times] the sum of (or A) the equivalent) as greater of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a1) your highest annual rate of base salary in effect at any time during on the 12-month period Date of Termination or (2) your annual rate of base salary in effect immediately prior to the Date of Termination, plus Change in Control and (bB) the higher greater of (1) the average of the following: last three annual bonuses (iannualized in the case of any bonus paid with respect to a partial year) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to preceding the Date of Termination; orTermination or (2) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding such Change in Control; (iiiii) your annual target bonus awardthe Company shall pay you all reasonable legal fees and expenses incurred by you as a result of such termination, including all such fees and expenses, if any, under incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement (other than any such fees or expenses incurred in connection with any such claim which is determined by a court of competent jurisdiction to be frivolous) or in connection with any tax audit or proceeding to the Annual Incentive Plan for extent attributable to the fiscal year in which application of section 4999 of the Date Internal Revenue Code of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis1986, commencing upon as amended (the Date of Termination.“Code”); 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, (iv) the Company shall maintain in full force and effect, pay you an amount equal to 24 times the difference between (1) the monthly premium for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare health plan is barred or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "“Code"”), i.e., “COBRA,” for the health plan coverage in effect for you and your dependents on the Date of Termination minus (2) the monthly premium for such coverage paid by active employees of the Company; and (v) the Company shall pay you an amount equal to 24 times the monthly premium that you would pay if you convert your Company-provided life insurance coverage to individual life insurance coverage (regardless of whether you convert to individual coverage). The amount payable under this Paragraph 4(b) shall commence immediately following be paid in a single cash payment, less applicable income and employment taxes, within five business days after the end Date of Termination. (c) You shall not be required to mitigate the Severance Period amount of any payment provided for in this Section 4 by seeking other employment or upon otherwise, nor shall the cessation amount of your medical benefits from the Company pursuant any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the preceding sentenceCompany, as applicableor otherwise.

Compensation Upon Termination. 2.1 (i) If your employment with the Corporation is terminated by reason of your death, by the Corporation for Cause or Disability, or by you other than for Good Reason, the Corporation shall pay you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such payments are due, and the Corporation shall have no further obligations to you under this Agreement. (ii) If you incur a Payment Termination, then, in lieu of any severance benefits to which you may otherwise be terminated pursuant to a Qualifying Terminationentitled under any severance plan or program of the Corporation, you shall receive be entitled to the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"):provided below: (a) the Corporation shall, at the time specified in Section 4(iii), pay to you your highest annual full base salary salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time during the 12-month period immediately prior to the Date of Termination, plussuch payments are due; (b) the higher Corporation shall, at the time specified in Section 4(iii), pay as severance pay to you a lump-sum severance payment equal to the sum of the following: (iA) one hundred percent (100%) of the highest amount paid greater of (x) your annual base salary as in effect immediately prior to you under delivery of the Annual Incentive Plan, during the three Notice of Termination or (3y) plan years most recently ended your annual base salary as in effect immediately prior to the Date of TerminationChange in Control; orand (iiB) one hundred percent (100%) of the greater of (x) your targeted annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs or (y) your targeted annual bonus for the year in which the Change in Control occurs. The aggregate amount , in each case assuming that the bonus targets are satisfied; (c) you shall immediately become one hundred percent (100%) vested with respect to any options to purchase the Corporation’s capital stock that you then hold and/or any restrictions with respect to restricted shares of severance payable under this Section 2.1 the Corporation’s capital stock that you then hold shall immediately lapse; (d) the Corporation shall, at its sole expense as incurred, provide you with up to $25,000 for (i) outplacement services for a period not to exceed one (1) year, the scope of which shall be paid selected by you in equal installments your sole discretion and the provider of which shall be selected by you from among the providers offered to you by the Corporation, or (ii) the reasonable costs incurred by you in connection with the establishment of a home or other alternate office for your use; (e) for the period beginning on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, Termination and ending on the Company shall maintain in earlier of (i) the date which is twenty-four (24) full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to months following the Date of Termination, provided that Termination or (ii) the first day of your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue eligibility to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, participate in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare a comparable group health plan is barred or in the event that your participation in any such plan would have adverse consequences for youmaintained by a subsequent employer, the Company Corporation shall pay for and provide you and your dependents with the same medical benefits substantially similar coverage to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered remained continuously employed by the Corporation during such adverse consequencesperiod. The continued coverage In the event that you are ineligible under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as the terms of the Date of TerminationCorporation’s benefit plans to continue to be so covered, unless such dependents cease to remain eligible. Benefits under this the Corporation shall provide you with substantially equivalent coverage through other sources or will provide you with a lump sum payment (determined on a present value basis using the interest rate provided in Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the "“Code"”), on the Date of Termination) in such amount that, after all income and employment taxes on that amount, shall commence immediately be equal to the cost to you of providing yourself such benefit coverage. At the termination of the benefits coverage under the first sentence of this Section 4(ii)(e), you and your dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Code, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Corporation on the date such benefits coverage terminates. (f) in any situation where under applicable law the Corporation has the power to indemnify (or advance expenses to) you in respect of any judgments, fines, settlements, loss, cost or expense (including attorneys’ fees) of any nature related to or arising out of your activities as an agent, employee, officer or director of the Corporation or in any other capacity on behalf of or at the request of the Corporation, the Corporation shall promptly on written request, indemnify (and advance expenses to) you to the fullest extent permitted by applicable law, including but not limited to making such findings and determinations and taking any and all such actions as the Corporation may, under applicable law, be permitted to have the discretion to take so as to effectuate such indemnification or advancement. Such agreement by the Corporation shall not be deemed to impair any other obligation of the Corporation respecting your indemnification otherwise arising out of this or any other agreement or promise of the Corporation or under any statute; and (g) the Corporation shall furnish you for six (6) years following the end Date of Termination (without reference to whether the term of this Agreement continues in effect) with directors’ and officers’ liability insurance insuring you against insurable events which occur or have occurred while you were a director or officer of the Severance Period or upon Corporation, such insurance to have policy limits aggregating not less than the cessation of your medical benefits from the Company pursuant amount in effect immediately prior to the preceding sentenceChange in Control, and otherwise to be in substantially the same form and to contain substantially the same terms, conditions and exceptions as the liability issuance policies provided for officers and directors of the Corporation in force from time to time, provided, however, that such terms, conditions and exceptions shall not be, in the aggregate, materially less favorable to you than those in effect on the date hereof; provided, further, that if the aggregate annual premiums for such insurance at any time during such period exceed one hundred and fifty percent (150%) of the per annum rate of premium currently paid by the Corporation for such insurance, then the Corporation shall provide the maximum coverage that will then be available at an annual premium equal to one hundred and fifty percent (150%) of such rate. (iii) The payments provided for in Sections 4(ii)(a) and (b) as applicable, shall be made not later than the fifth business day following the Date of Termination; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Corporation shall pay to you on such day an estimate, as applicabledetermined in good faith by the Corporation, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Corporation to you, payable on the fifth day after demand by the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). (iv) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to you by the Corporation) claimed to be owed by you to the Corporation, or otherwise.

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior Subject to the Date provisions of Termination, plus (b) the higher of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may4 hereof, in the Company's discretionevent a termination by the Company for any reason other than on account of Cause, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred death or in the event that your participation in any such plan would have adverse consequences Disability or by you for youGood Reason as described above, the Company shall provide you with benefits the following, provided that you execute and do not revoke the Release (as defined in Section 4): (a) An amount equal to the sum of (i) your Annual Base Salary and (ii) your Annual Bonus (the “Severance Payment”). The Severance Payment shall be paid in substantially similar equal installments on the Company’s regular payroll dates occurring during the twelve (12) month period following your Termination Date. Except if delay is required pursuant to those Section 14 below, the payments will commence within sixty (60) days after your Termination Date, and each successive installment shall be paid on successive payroll dates thereafter for the remainder of such twelve (12) month period. Any payments not paid during the sixty (60) day period shall be paid in a lump sum on the date that the installment payments commence in accordance with the immediately preceding sentence. (b) For up to twelve (12) months following your Termination Date (the “Continuation Period”), you (and where applicable, your spouse and eligible dependents) shall continue to be eligible to receive the medical, dental and vision coverages under the Company plans in which you were participating immediately prior to your Termination Date, in accordance with the terms of the applicable plan documents and subject to such changes to the terms of such plans as the Company determines shall apply to employees of the Company, generally; provided, that in order to receive such coverage for the Continuation Period, you shall be required to pay to the Company, at the same time that premium payments are due for the month, the full monthly premium required by the Company under such plans for continued group healthcare continuation coverage under COBRA and the Company will reimburse to you an amount equal to the monthly payment for such COBRA coverage, less (x) the amount that you would have been required to pay for such coverage if you had been employed by the Company at such time and (y) applicable deductions and withholdings. In the event that either (I) you obtain full-time employment during the Continuation Period and are eligible for coverage under your new employer’s plans, in which case you will notify the Company, or (II) you cease to pay the applicable monthly premium, the Continuation Period shall automatically terminate and the Company shall have no further obligations under this Section 2(b). Except if delay is required pursuant to Section 14 below, the reimbursements will commence within sixty (60) days after your Termination Date and each successive reimbursement shall be paid within thirty (30) days following the date such COBRA payment is due. Any reimbursements not paid during the sixty (60) day period shall be paid in a lump sum on the date that the reimbursements commence in accordance with the immediately preceding sentence. The COBRA continuation period shall run simultaneously with the Continuation Period. (c) If you are a participant under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Executive Death Benefit Only Program (the “Program”) at the time of your termination, you will be deemed to have met the age and service requirements for retirement as set forth in the Program. Upon your death, your Death Beneficiary (as defined in the Program) shall be entitled to the Post-Retirement Executive Death Benefit (as defined in the Program) provided under the Program. In addition, you shall be entitled to (i) any accrued, but unpaid, Annual Base Salary as of your Termination Date, (ii) any accrued, but unused, vacation as of your Termination Date and (iii) any accrued or owing but not yet paid vested benefits under the plans and programs in which you were participating as of your Termination Date, in accordance with the governing terms of such plans and programs (collectively, the “Accrued Benefits”); provided, that you shall not be entitled to receive severance benefits under such welfare any other Company severance plan, agreement or offer letter. Except as otherwise provided under the terms of the applicable benefit plans had your participation not been barred or had programs, the Accrued Benefits will be paid within thirty (30) days following the Termination Date. To the extent that you not potentially suffered such adverse consequences. The continued coverage are entitled to any benefits under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans the Employment Agreement dated as of November 1, 2013 (the Date “Employment Agreement”) between you and the Company as a result of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to a Change of Control (as defined in the extent, by virtue of your employment with another employerEmployment Agreement), you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following the end of the Severance Period or upon the cessation of your medical not be entitled to any benefits from the Company pursuant to the preceding sentence, as applicablehereunder.

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect The Employee may terminate the Term of Employment at any time during the 12-month period immediately by giving at least two (2) month's prior written notice to the Date of TerminationCorporation. Except as provided in Section 4(b) below, plusif the Employee provides less than two (2) months' notice, he shall not be entitled to any bonus compensation (as set forth in Section 3(b)) for the notice period. (b) The Corporation may terminate the higher Term of Employment at any time by giving at least 30 days' prior written notice to the followingEmployee, if without cause, or effective immediately on notice, if with cause (after compliance with the provisions of Section 5). In the event of such termination (except for cause pursuant to Section 5 hereunder), the Employee shall be entitled to: (i) base salary through the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date date of Termination; ortermination of his employment; (ii) your base salary, at the annualized rate in effect on the date of termination of employment (or in the event a reduction in base salary is the basis for a termination pursuant to Section 4(c) below, then the base salary in effect immediately prior to such reduction), for a period of 24 months following such termination (the "Continuation Period"), payable at the same regular intervals as in effect prior to the termination; (iii) pro rata annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year in which termination occurs based on the Date of Termination occurs. The aggregate targeted bonus for such year, payable in a single installment promptly following termination; (iv) an amount of severance equal to the targeted bonus for the year in which termination occurs multiplied by 2, payable under this Section 2.1 shall be paid in equal monthly installments on a bi-weekly basis, commencing upon over the Date Continuation Period; (v) the balance of Termination.any incentive awards earned (but not yet paid); 2.2 If your employment shall be terminated pursuant (vi) continued vesting of stock options during the Continuation Period and the right to a Qualifying Termination, the Company shall maintain exercise any such option (in full force accordance with its vesting and effect, for your continued benefit other terms) for the Severance Periodremainder of the original term of such option; (vii) any other amounts earned, accrued or owing to the Employee but not yet paid; (viii) continued participation in all medical, dental dental, hospitalization and group life insurance coverage and in other employee welfare benefit plans or programs in which you participated immediately prior he was participating on the date of the termination of his employment until the end of the Continuation Period; provided that the Corporation's obligations under this clause shall be reduced to the Date of Termination, provided extent that your continued participation the Employee is permissible eligible for similar coverage and benefits under the general terms plans and conditions programs of a subsequent employer; and provided further that (x) if the Employee is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause, (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Employee in obtaining such benefit himself on an individual basis, and (z) payment of such welfare plans, after-tax economic equivalent shall be made quarterly in advance; and (ix) other or additional benefits in accordance with applicable plans and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination programs of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. Corporation. (c) In the event that your participation any of the following events occur, the Employee may terminate the Term of Employment, without prior notice, by giving written notice to the Corporation, and shall thereupon be entitled to the payments, entitlements and benefits provided in Section 4(b) above as if the Corporation had terminated the Term of Employment pursuant to Section 4(b) above. (i) a reduction in the Employee's then current base salary or targeted bonus or the termination or material reduction of any employee benefit or perquisite enjoyed by him (other than as part of an across-the-board reduction of such benefit or perquisite applicable to all executive officers of the Corporation); (ii) the failure to elect the Employee as Chief Executive Officer to be effective on or before September 1, 1996; (iii) the failure to elect or reelect the Employee as President and Chief Operating Officer (or, after he becomes Chief Executive Officer, as Chief Executive Officer) or director or removal of him from any such welfare plan is barred or position; (iv) a material diminution in the event that your participation in any such plan would have adverse consequences for you, Employee's duties or the Company shall provide you assignment to the Employee of duties which are materially inconsistent with benefits substantially similar his duties or which materially impair the Employee's ability to those which you would have been entitled to receive under such welfare plans had your participation not been barred function as the President or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as Chief Executive Officer of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefitsCorporation, as the case may be. Your eligibility for ; (v) the relocation of the Corporation's principal office, or the Employee's own office location as assigned to him by the Corporation, to a location more than 35 miles from Deerfield Beach, Florida; or (vi) the failure of the Corporation to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Corporation within 15 days after a merger, consolidation, sale or similar transaction. (d) In the event that the aggregate of all payments or benefits made or provided to the Employee following a change in control of the Corporation under this Agreement and under all other plans and programs of the Corporation (the "COBRA" continuation coverage under Aggregate Payment") is determined to include an excess parachute payment, as such term is defined in Section 4980B 280G(b)(1) of the Internal Revenue Code, the Corporation shall pay to the Employee, prior to the time any excise tax imposed by Section 4999 of the Internal Revenue Code ("Excise Tax") is payable with respect to such excess parachute payment, an additional amount which, after the imposition of 1986all income and excise taxes thereon, as amended is equal to the Excise Tax on the excess parachute payment. The determination of whether the Aggregate Payment includes an excess parachute payment and, if so, the amount to be paid to the Employee and the time of payment pursuant to this Section 4(d) shall be made by an independent auditor (the "CodeAuditor") jointly selected by the Corporation and the Employee and paid by the Corporation. The Auditor shall commence immediately following be a nationally recognized United States public accounting firm which has not, during the end two years preceding the date of its selection, acted in any way on behalf of the Severance Period Corporation or upon any affiliate thereof. If the cessation Employee and the Corporation cannot agree on the firm to serve as the Auditor, then the Employee and the Corporation shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. (e) In the event of your medical benefits from any termination of employment under this Section 4, the Company pursuant Employee shall be under no obligation to seek other employment and there shall be no offset against amounts due the preceding sentence, Employee under this Agreement on account of any remuneration attributable to any subsequent employment that he may obtain except as applicablespecifically provided in this Section 4.

Compensation Upon Termination. 2.1 (i) If your employment shall be terminated pursuant to you suffer a Qualifying Non-Payment Termination, the Corporation shall pay you shall receive your full base salary, when due, through the following payments and benefits for Final Date at the one-year period following rate in effect immediately prior to the Date delivery of the pertinent Notice of Termination, if your grade level is 19 a Notice of Termination was required to have been given, or 20 if it was not, then immediately prior to the Final Date, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such payments are due, and the Corporation shall have no further obligations to you under this Agreement. (or the equivalentii) as of your Date of If you suffer a Payment Termination, then, subject to paragraph (v) of this Section 3 and for in lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the two-year period following the Date of TerminationCorporation or any Subsidiary, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, you shall be referred entitled to as the "Severance Period"):benefits provided below: (a) the Corporation shall pay you your highest annual full base salary salary, when due, through the Final Date at the rate in effect at any time during the 12-month period immediately prior to the Date delivery of Terminationthe pertinent Notice of Termination (or if your termination is for Good Reason by reason of a reduction in your annual base salary, plusthe rate in effect immediately prior to such reduction), at the time specified in Section 3(iii), plus all other amounts (other than severance benefits not provided for in this Agreement) to which you are entitled under any compensation plan or practice of the Corporation at the time such payments are due; (b) in lieu of any further salary payments to you for periods subsequent to the higher Final Date, the Corporation shall pay as severance pay to you, at the time specified in Section 3(iii), a lump-sum severance payment equal to the sum of the following: (iA) the highest amount paid to you under the Annual Incentive Plan, during the three two hundred percent (3200%) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year base salary as in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Termination, the Company shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated effect immediately prior to the Date delivery of Termination, provided that the pertinent Notice of Termination (or if your continued participation termination is permissible under the general terms and conditions for Good Reason by reason of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, a reduction in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred or in the event that your participation in any such plan would have adverse consequences for youannual base salary, the Company shall rate in effect immediately prior to such reduction); and (B) two hundred percent (200%) of your targeted annual aggregate bonus amounts for the year in which this Agreement is executed; (c) the Corporation shall, at its sole expense as incurred, provide you with outplacement services for a period not to exceed nine (9) months at an aggregate cost to the Corporation not to exceed $12,000, the scope of which shall be selected by you in your sole discretion and the provider of which shall be selected by you from among the providers offered to you by the Corporation; (d) for the period beginning on the Final Date and ending on the earlier of (i) the date which is twenty-four (24) full months following the Final Date or (ii) the first day of your eligibility to participate in another group health plan, the Corporation shall pay for and provide you and your dependents with the same medical benefits substantially similar coverage to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered remained continuously employed by the Corporation during such adverse consequencesperiod. The continued In the event that you are ineligible under the terms of the Corporation's benefit plans to continue to be so covered, the Corporation shall provide you with substantially equivalent coverage under this through other sources or will provide you with a lump sum payment (determined on a present value basis using the interest rate provided in Section 2.2 shall apply to each 1274(b)(2)(B) of your eligible dependents who are participating in such welfare plans as of the Code on the Date of Termination) in such amount that, unless after all income and employment taxes on that amount, shall be equal to the cost to you of providing yourself such dependents cease to remain eligiblebenefit coverage. Benefits At the termination of the benefits coverage under the first sentence of this Section 2.2 3(ii)(d), you and your dependents shall cease if be entitled to continuation coverage ("COBRA Coverage") pursuant to Section 4980B of the Code, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extentextent required by such laws, as if you had terminated employment with the Corporation on the date such benefits coverage terminates; provided, however, that the period of your benefits coverage under the first sentence of this Section 3(ii)(d) shall be offset against the period during which you would be entitled to such COBRA Coverage; and (e) you shall be fully vested in your accrued benefits under any qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plans maintained by the Corporation for your benefit; provided, however, that to the extent that the acceleration of vesting of such benefits would violate any applicable law or require the Corporation to accelerate the vesting of the accrued benefits of all participants in such plan or plans, then, assuming that you obtain the appropriate consents, the Corporation shall pay you a lump-sum payment at the time specified in Section 3(iii) in an amount equal to the value of such unvested benefits. (iii) The payments provided for in Sections 3(ii)(a), (b) and (e) (if applicable) shall be made not later than the fifth business day following the Final Date; provided, however, that if the amounts of such payments cannot be finally determined on or before such date, the Corporation shall pay to you on such day an estimate, as determined in good faith by the Corporation, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Corporation to you, payable on the fifth (5th) business day after demand by the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). (iv) You shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise nor, except as provided in Section 3(ii)(d), shall the amount of any payment or benefit provided for in this Section 3 be reduced by any compensation earned by you as the result of employment by another employer or self-employment, by virtue retirement benefits, by offset against any amounts (other than loans or advances to you by the Corporation) claimed to be owed by you to the Corporation, or otherwise. (a) Notwithstanding anything contained herein, if any payment or distribution to you or for your benefit (whether paid or payable or distributed or distributable) pursuant to the terms of this Agreement or otherwise (a "Payment") would constitute a "parachute payment" within the meaning of Section 28OG of the Code, the Payments shall be reduced to the extent necessary so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), but only if, by reason of such reduction, the net after-tax benefit to you shall exceed the net after-tax benefit to you if no such reduction was made. For purposes of this Section 3(v), "net after-tax benefit" shall mean (i) the Payments which you receive or are then entitled to receive that would constitute "parachute payments" within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state, local and foreign income and employment taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate (factoring in the loss of itemized deductions) for each year in which the foregoing shall be paid to you (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of the Excise Tax imposed with respect to the Payments. The foregoing determination will be made by the Accountants (as defined below) in consultation with you and the Corporation and in accordance with the analysis, valuations and calculations prepared by the Accountants in connection with this Agreement. If the Accountants determine that such reduction is required by this Section 3(v)(a), you, in your employment with another employersole and absolute discretion, may determine which Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Corporation shall pay such reduced amount to you. You and the Corporation will each provide the Accountants access to and copies of any books, records, and documents in the possession of you become eligible under another employer's plan or plans for medical, dental or group life insurance benefitsthe Corporation, as the case may be, reasonably requested by the Accountants, and otherwise cooperate with the Accountants in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 3(v)(a). (b) All determinations required to be made under this Section 3(v), including the assumptions to be utilized in arriving at such determinations, shall be made by the Accountants which shall provide you and the Corporation with its determinations and detailed supporting calculations with respect thereto at least fifteen (15) business days prior to the date on which you would be entitled to receive a Payment (or as soon as practicable in the event that the Accountants have less than fifteen (15) business days advance notice that you may receive a Payment) in order that you may determine whether it is in your best interest to waive the receipt of any or all amounts which may constitute "excess parachute payments." For the purposes of this Section 3(v), the "Accountants" shall mean the Corporation's independent certified public accountants serving immediately prior to the Change of Control. Your eligibility In the event that the Accountants are also serving as accountant or auditor for the individual, entity or group effecting the Change of Control, you shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accountants hereunder). All fees and expenses of the Accountants shall be borne solely by the Corporation. For the purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, such Payments will be treated as "COBRAparachute payments" continuation coverage within the meaning of Section 280G of the Code, and all "parachute payments" in excess of the "base amount" (as defined under Section 4980B 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that in the opinion of the Accountants such Payments (in whole or in part) either do not constitute "parachute payments" or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the "base amount," or such "parachute payments" are otherwise not subject to such Excise Tax. Any determination by the Accountants shall be binding upon the Corporation and you. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that the amount of the Payments that the Accountants determine would constitute a "parachute payment" within the meaning of Section 280G of the Code will have been less than the amount of the Payments that the Internal Revenue Code of 1986, as amended Service (the "CodeIRS") shall commence immediately following determines constitutes a "parachute payment" within the end meaning of Section 280G of the Severance Period Code. In such event, you shall notify the Corporation in writing of any such claim by the IRS. Such notification shall be given as soon as practicable after you are informed in writing of such claim and shall apprize the Corporation of the nature of such claim and the date on which such claim is requested to be paid. In connection with any contest or upon potential contest of such claim, you and the cessation Corporation will provide each other access to and copies of your medical benefits from any books, records, and documents in the Company pursuant to possession of you or the preceding sentenceCorporation, as applicable.the case may be, reasonably requested by the other party, and will otherwise cooperate with each other in connection with any such contest or potential contest. In the event that you or the Corporation contest such claim, the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such

Compensation Upon Termination. 2.1 If your employment shall be terminated pursuant to a Qualifying Termination, you shall receive the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during Should the 12-month period immediately employment of xxx be terminated by the Fraternity prior to the Date of Termination, plus (b) the higher expiration of the following: (i) the highest amount paid to you under the Annual Incentive Plan, during the three (3) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan Employment Term for the fiscal year in which the Date of Termination occurs. The aggregate amount of severance payable under this Section 2.1 shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination. 2.2 If your employment shall be terminated pursuant to a Qualifying Terminationany reason other than for Cause, the Company Fraternity shall maintain in full force and effect, for your continued benefit for the Severance Period, all medical, dental and group life insurance plans in which you participated immediately prior pay or provide to the Date of Termination, provided that your continued participation is permissible under the general terms and conditions of such welfare plans, and that you continue to make all required employee contributions under each such plan; provided, that any amendment xxx (or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plans. In the event that your participation in any such welfare plan is barred his personal representative or in the event that your participation in any such plan would have adverse consequences for you, the Company shall provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans had your participation not been barred or had you not potentially suffered such adverse consequences. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefitsfamily, as the case may be) the Base Salary, Bonuses, any vested but unpaid Deferred Compensation Funds and applicable Fringe Benefits to which he otherwise would have been entitled for a period of twelve (12) months after the effective date of termination (the “Severance”). Your eligibility In addition to the Severance, for "COBRA" continuation coverage under Section 4980B each successive twelve (12)-month period commencing June 1, 2002 (each an “Employment Year”) that xxx shall have remained in the employ of the Internal Revenue Code of 1986Fraternity, the Fraternity shall pay to xxx (or his personal representative or family, as amended the case may be) an additional month of Base Salary (up to a maximum of twelve (12) additional months) and applicable Fringe Benefits (hereinafter the "Code"“Additional Severance”) after the effective date of termination. For any Employment Year in which xxx is employed for only a portion of the year, the Additional Severance shall be paid to xxx pro rata based on the number of days of such year xxx was employed (subject to the twelve (12) additional month limitation of the immediately preceding sentence). (b) Should xxx terminate his employment with the Fraternity for Good Reason, the Fraternity shall pay xxx the Severance (but not the Additional Severance) and xxx shall receive, through the sixty (60) day notice period, his Base Salary, Bonuses, and any vested but unpaid Deferred Compensation Funds, and all applicable Fringe Benefits or other compensation earned or obligations accrued prior to the effective date of termination. Such amounts shall be payable even if the Fraternity waives all or any part of the sixty (60) day notice period and releases xxx from his obligation of continued employment during such period, unless such waiver and release is granted in response to a written request from xxx for the same, in which case he shall receive such amounts only through the last day worked. (c) Should xxx terminate his employment with the Fraternity without Good Reason, xxx shall receive, through the sixty (60) day notice period, his Base Salary, and any vested but unpaid Deferred Compensation Funds, and all applicable Fringe Benefits or other compensation earned or obligations accrued (other than Bonuses) prior to the effective date of termination. Such amounts shall be payable even if the Fraternity waives all or any part of the sixty (60) day notice period and releases xxx from his obligation of continued employment during such period, unless such waiver and release is granted in response to a written request from xxx for the same, in which case he shall receive such amounts only through the last day worked. Notwithstanding any contrary provision of this Agreement, if xxx terminates his employment without Good Reason, xxx shall not be entitled to any accrued and pro- rated Bonuses, except as shall otherwise be determined by the Board in the exercise of its sole discretion. (d) Notwithstanding the foregoing, the Fraternity shall have no obligation to pay any of the severance payments specified in clause (a) or (b) above unless and until xxx executes and delivers to the Fraternity a Release relinquishing all claims xxx may have against the Fraternity arising out of xxx employment and/or termination of employment; provided, however, that the requirement of such Release shall not affect, and the Fraternity shall pay nevertheless, (i) any vested rights xxx may have under any insurance, pension, employee benefit plan or this Agreement, (ii) any claims for the Base Salary, Bonuses, any vested but unpaid Deferred Compensation Funds and all applicable Fringe Benefits or other compensation earned or obligations accrued prior to the effective date of termination, (iii) any claims for reimbursement of business expenses incurred prior to the effective date of termination; or (iv) any rights of indemnification or insurance pursuant to Section 9.09. Such Release shall be prepared by the Fraternity at its expense and shall be delivered to xxx as soon as practicable following such termination. (e) In the event of the termination of xxx employment by the Fraternity for Cause, xxx shall receive, when, as and if the same otherwise would be payable hereunder, all Base Salary and Fringe Benefits earned or accrued pursuant to Articles III and IV through the effective date of the termination. (f) Any payments made pursuant to clause (a), (b), (c) or (e) shall commence immediately following be considered severance pay in consideration of xxx past service. The Fraternity shall make customary withholdings from such payments. Compliance by the end Fraternity with the provisions of this Section 6.02 shall constitute the entire obligation of the Severance Period or upon the cessation Fraternity to xxx after termination of your medical benefits from the Company pursuant to the preceding sentence, as applicableemployment.

Compensation Upon Termination. 2.1 (a) If your employment shall be is terminated pursuant as a result of your death or for Disability or Cause subsequent to a Qualifying TerminationChange in Control, the Company shall have no obligation to pay any compensation to you under this Agreement, but this Agreement shall receive have no effect on any other obligation the following payments and benefits for the one-year period following the Date of Termination, if your grade level is 19 or 20 (or the equivalent) as of your Date of Termination, and for the two-year period following the Date of Termination, if your grade level is 21 or above (or the equivalent) as of your Date of Termination (in each case, such period, as applicable, shall Company may have to pay you compensation to which you may otherwise be referred to as the "Severance Period"): (a) your highest annual base salary in effect at any time during the 12-month period immediately prior to the Date of Termination, plusentitled. (b) If the higher of Company shall terminate your employment other than for Disability or Cause or if you shall terminate your employment for Good Reason subsequent to a Change in Control, then the followingCompany shall pay to you as severance pay in a lump sum on the fifth day following the Termination Date the following amounts: (i) your full base salary and your accrued but unpaid vacation pay through the highest Termination Date at the rate in effect at the time of a Change in Control plus any increases therein subsequent thereto; and (ii) in lieu of any further salary payments, annual incentive compensation awards or defined contribution plan allocations to you for periods subsequent to the Termination Date, an amount equal to the product of (A) the sum of (1) your annual base salary at the rate in effect at the time of a Change in Control plus any increases therein subsequent thereto, plus (2) the greatest of $_____, the amount that was paid to you under the Annual Executive Incentive Plan, during Compensation Plan of the three Company (3as in effect at the time of a Change in Control) plan years most recently ended prior to the Date of Termination; or (ii) your annual target bonus award, if any, under the Annual Incentive Plan for the fiscal year immediately preceding the year in which the Date Change in Control occurs (but, for any such immediately preceding year as to which the award has not been determined and paid at the time of the Change in Control, not less than the amount that you would have received if you had been paid the same amount as for the last year prior to the Change in Control for which an award was actually paid) and the amount paid to you under such Annual Executive Incentive Compensation Plan for the year immediately preceding the year in which a Notice of Termination occursis given, plus (3) the greater of the amount that was allocated to your account from contributions made by the Company under the Retirement Savings Plan (as defined in Section 2(e)) (including the Company 401(k) matching contribution thereunder) and the supplemental profit-sharing provisions (including the Company matching award related to the supplemental tax deferred amounts therein) of the Supplemental Plan (as defined in Section 2(d)), each as in effect at the time of a Change in Control, for the year immediately preceding the year in which the Change in Control occurs and that amount that would have been required to be so allocated to you (assuming that you elected the maximum employee contribution) under each such plan for the year immediately preceding the year in which a Notice of Termination is given, multiplied by (B) the number three. The aggregate In the event the Notice of Termination is given prior to your first full year's allocation under the Retirement Savings Plan, the amount of severance payable under this Section 2.1 in (ii)(A)(3) above shall be paid in equal installments on a bi-weekly basis, commencing upon the Date of Termination$ __________. 2.2 (c) If the Company shall terminate your employment other than for Disability or Cause or if you shall be terminated pursuant terminate your employment for Good Reason subsequent to a Qualifying TerminationChange in Control, the Company shall maintain in full force and effect, for your continued benefit for a three year period after the Severance PeriodTermination Date, all medicalemployee life, dental health, accident, disability, medical and group life insurance plans other employee welfare benefit plans, programs or arrangements in which you participated were participating immediately prior to the Date date of Terminationthe Change in Control plus all improvements therein subsequent thereto, provided that your continued participation is permissible possible under the general terms and conditions provisions of such welfare plans, programs, and that you continue to make all required employee contributions under each such plan; provided, that any amendment or termination of such plans during the Severance Period with respect to the active employees may, in the Company's discretion, modify your continued benefit under such plansarrangements. In the event that your participation in any such welfare plan plan, program or arrangement is barred or in the event that your participation in any such plan would have adverse consequences for youbarred, the Company shall arrange to provide you with benefits substantially similar to those which you would have been entitled to receive under such welfare plans plan, program or arrangement if you had your participation not been barred or had you not potentially suffered remained a participant for such adverse consequencesadditional three year period. The continued coverage under this Section 2.2 shall apply to each of your eligible dependents who are participating in such welfare plans as of the Date of Termination, unless such dependents cease to remain eligible. Benefits under this Section 2.2 shall cease if and to the extent, by virtue of your employment with another employer, you become eligible under another employer's plan or plans for medical, dental or group life insurance benefits, as the case may be. Your eligibility for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") shall commence immediately following At the end of the Severance Period period of coverage, you shall have the option to have assigned to you at no cost and with no apportionment of prepaid premiums any assignable insurance policy owned by the Company which relates specifically to you. In the event a Change in Control occurs prior to your eligibility to participate in any such plan, you shall be deemed for purposes of this paragraph to be participating in those plans that cover Senior Vice Presidents of this Company generally. (d) If the Company shall terminate your employment other than for Disability or upon Cause or if you shall terminate your employment for Good Reason subsequent to a Change in Control, then in addition to the cessation retirement benefits to which you are entitled under the Retirement Plan for Employees and Former Employees of Fortune Brands, Inc. (the "Qualified Plan"), if any, the Supplemental Plan of Fortune Brands, Inc. (the "Supplemental Plan"), and any other defined benefit pension plan maintained by the Company or any affiliate, and any other program, practice or arrangement of the Company or any affiliate to provide you with a defined pension benefit after termination of employment, and any successor plans thereto (all such plans being collectively referred to herein as the "Pension Plans"), the Company shall pay you monthly beginning at the earliest date payments commence under the Pension Plans an amount equal to the excess of (i) over (ii) below where (i) equals the sum of the aggregate monthly amounts of pension payments (determined as a straight life annuity) to which you would have been entitled under the terms of each of the Pension Plans in which you were an active participant at the date of a Change in Control (without regard to any amendment made subsequent to a Change in Control which adversely affects in any manner the computation of your medical benefits from benefits) determined as if you were fully vested thereunder and had accumulated three additional years of Service thereunder (subsequent to your Termination Date) at your rate of Actual Earnings in effect on the Company pursuant date of a Change in Control plus any increases subsequent thereto, and where (ii) equals the sum of the aggregate monthly amounts of pension payments (determined as a straight life annuity) to which you are entitled under the preceding sentence, as applicableterms of each of the Pension Plans in which you were an active participant at the date of a Change in Control.