Common use of Involuntary Termination Clause in Contracts

Involuntary Termination. If Employee’s employment is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If Employee’s 's employment is terminated by with the ----------------------- Company without Cause terminates, within three (as defined herein)3) years following the Effective Date, including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disabilityan Involuntary Termination (as defined below), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by with the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (which is reasonably acceptable to the “Deadline”Company), then, in addition subject to the Accrued ObligationsSection 10, Employee shall be entitled to receive: : (i) continuing payments of severance pay (less applicable withholding taxes) at a lump sum payment of one (1) year of Base Salary plus an amount rate equal to the average of highest rate in effect at any time following the two (2) prior years’ bonusesEffective Date, which shall be paid as then in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable effect, for a period of seven six (76) years following months from the date of such termination; (ii) the pro-rata target bonus that Employee was scheduled to earn under the Company's cash bonus plan (less applicable withholding); (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s Separation 's termination of employment; provided, however, that (except with respect to any options granted pursuant to A) the Employee constitutes a plan intended to qualify under qualified beneficiary, as defined in Section 423 4980B(g)(1) of the Internal Revenue Code of 1986, as amended amended; (the “"Code”)), subject ") and (B) Employee elects continuation coverage pursuant to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”) from "), within the date that time period prescribed pursuant to COBRA. The Company shall continue to provide Employee (andwith health coverage, if applicablewith the Employee paying no more in premiums than a similarly situated active employee of Spyglass, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: of (1A) a date one (1) year after the date health care Employee is no longer eligible to receive continuation coverage is lost as an employee; pursuant to COBRA, or (2B) six (6) months from the termination date; (iv) the greater of (A) thirty-three and one-third percent (33.33%) of the then unvested shares subject to the Spyglass Options or (B) 12.5% of the shares originally subject to the Spyglass Options shall immediately vest and become exercisable; and (v) twelve and a date on which half percent (12.5%) of the shares originally subject to the Company Option and the Subsequent Option (collectively, the "Company Options") and twelve and a half percent (12.5%) of the shares originally subject to the restricted stock awards from Spyglass to Employee is covered under (the medical plan of another employer, which does not exclude pre-existing conditions"Restricted Stock Awards") shall immediately vest and become exercisable.

Involuntary Termination. If Upon termination of Employee’s 's employment is terminated by reason of Involuntary Termination (other than a Termination for Cause), the employment relationship created pursuant to this Agreement will terminate and no further compensation will become payable to Employee pursuant to Section 6 or Section 7 upon the effectiveness of such Involuntary Termination. Upon Employee's Involuntary Termination (other than a Termination for Cause), Employee will be entitled to receive only the amounts provided in this Section 9.B: (i) the unpaid base salary earned by Employee pursuant to Section 6.A for services rendered through the date of such termination, (ii) any accrued and unpaid Bonus Amount, (iii) any accrued but unpaid PTO, if any, (iv) unreimbursed amounts under Section 7.A, (v) a lump sum severance payment in an aggregate amount equal to three (3) months of the Employee's then current base salary, and (vi) three (3) months of COBRA coverage under the Company's medical, dental and vision plans, as then in effect, at the cost paid by active employees of the Company, if and to the extent the Employee and his eligible dependents (a) are participating in such plans on his effective date of termination and (b) timely enroll for COBRA coverage thereunder. The severance pay and benefits in respect of clauses (v) and (vi) shall be contingent upon Employee's execution and delivery to the Company without Cause (as defined herein)an unconditional general release, including a termination by means of a Non-Extension Noticein form satisfactory to the Company, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by against the Company and its Affiliates and their respective directors, officers, employees and representatives, arising from or in connection with this Agreement or Employee's employment with the Company, subject to applicable law. Further, the severance pay and benefits set forth in clauses (a “Release”v) and such Release becomes effective (vi) shall be contingent upon Employee's continued performance of his obligations under Sections 8.A, 8.B, 8.D, 8.E and 8.G. Any payments in respect of clauses (i), (iii), or (iv) shall be made within thirty (30) days of Employee’s Separation such Involuntary Termination; any Bonus Amount in respect of clause (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (iii) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty accordance with Section 6.C; and any severance amount in respect of clause (30v) days shall be paid as soon as administratively feasible after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option Employee's execution and stock incentive plans of delivery to the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986an unconditional general release, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.described in this Section 9.B.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of his “Total Compensation” and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is terminated by defined in Section 409A taking into account all rules and presumptions provided for in the Company without Cause Section 409A regulations). If the Employee is a “Specified Employee” (as defined herein)in Section 409A) at the time of his Separation from Service, including a termination by means then payments under this Section 7(a) which are not considered paid on account of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “an involuntary separation from service” service (as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) 1.409A-1(b)(9)(iii)), and Employee signs and does as such constitute deferred compensation under Section 409A, shall not revoke a general release of all claims in be paid until the form prescribed by 185th day following the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation from Service, or his earlier death (the “DeadlineDelayed Distribution Date”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average . Any payments deferred on account of the two preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (2) prior years’ bonusesi.e., which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion are considered payable on account of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, an involuntary separation from service as amended (the “Code”herein defined herein)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If The Board of Directors may terminate the Employee's employment at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than in connection with or within twelve (12) months after a Change in Control, (1) the Bank shall pay to the Employee during the remaining term of this Agreement, the Employee's salary at the rate in effect immediately prior to the Date of Termination, payable in such manner and at such times as such salary would have been payable to the Employee under Section 4 if the Employee had continued to be employed by the Bank, and (2) the Bank shall provide to the Employee during the remaining term of this Agreement substantially the same benefits as the Bank maintained for its executive officers immediately prior to the Date of Termination, including Bank-paid dependent medical and dental coverage. No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is terminated by defined in Section 409A taking into account all rules and presumptions provided for in the Company without Cause Section 409A regulations). If the Employee is a “Specified Employee” (as defined herein)in Section 409A) at the time of his Separation from Service, including a termination by means then payments under this Section 7(a) which are not considered paid on account of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “an involuntary separation from service” service (as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) 1.409A-1(b)(9)(iii)), and Employee signs and does as such constitute deferred compensation under Section 409A, shall not revoke a general release of all claims in be paid until the form prescribed by 185th day following the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation from Service, or his earlier death (the “DeadlineDelayed Distribution Date”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average . Any payments deferred on account of the two (2) prior years’ bonuses, which preceding sentence shall be accumulated without interest and paid with the first payment that is payable in one lump sum within thirty (30accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) days which are considered deferred compensation shall be treated as payable after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on amounts which the Employee is covered under the medical plan of another employer, which does are not exclude pre-existing conditionsconsidered deferred compensation.

Involuntary Termination. If EmployeeIn the event that the Grantee ceases to provide Services as an Employee by reason of an Involuntary Termination, unless the Option has earlier terminated, the Option shall, immediately prior to such Involuntary Termination, vest and become exercisable with respect to 18.75% of the total number of Shares subject to this Option (or [•] Shares (subject to adjustment pursuant to paragraph (c) of Section 5)), and the Option may be exercised, in accordance with paragraph (a) of Section 5, to the extent vested as of such Involuntary Termination (for clarity, after taking into account the foregoing acceleration provision of this paragraph (e)), provided such exercise occurs by the close of business on the last calendar day of the 9th full calendar month following the date of such Involuntary Termination. Notwithstanding the increased vesting provided for in the preceding sentence, in no event shall the Option become vested and exercisable for more than the number of Shares set forth in Section 1 (subject to adjustment as provided in paragraph (c) of Section 5). For purposes of this Agreement, “Involuntary Termination” shall mean: (i) without Grantee’s express written consent, a material reduction or alteration of Grantee’s duties, position or responsibilities relative to Grantee’s duties, position or responsibilities in effect immediately prior to such reduction or alteration, or Grantee’s removal from such position, duties or responsibilities; (ii) without Grantee’s express written consent, a material reduction by the Company (or, if applicable, the Affiliate for whom Grantee provides Services) of Grantee’s base salary as in effect immediately prior to such reduction; (iii) without Grantee’s express written consent, the relocation of Grantee’s principal place of employment with the Company (or, if applicable, the Affiliate for whom Grantee provides Services) by more than fifty (50) miles; (iv) any termination of Grantee’s employment is terminated by the Company without Cause (as defined herein), including Cause. Except in the case of a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed Grantee by the Company (a or, if applicable, the Affiliate for whom Grantee provides Services) without Cause, an “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (Involuntary Termination” shall not be deemed to occur until the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average Company has received written notice from Grantee of the two (2) prior years’ bonuses, which shall be paid in one lump sum within occurrence of an Involuntary Termination and had thirty (30) days after the Separation; (ii) any unvested portion Company’s receipt of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company such notice to cure or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended remedy such Involuntary Termination (the “CodeRemedy Period”)). Any such notice provided by Grantee shall indicate the specific termination provision relied upon, subject shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the terms provision so indicated, and shall specify the effective date of your “separation from service” within the meaning of Section 409A of the applicable plan and award agreement; Code. In order to be effective, a resignation for Involuntary Termination must occur within ten (iii10) business days after the end of the Remedy Period in which the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (andor, if applicable, Employeethe Affiliate for whom Grantee provides Services) failed to cure or remedy the Involuntary Termination and Grantee must have provided the foregoing written notice of the occurrence of an Involuntary Termination event to the Company within ninety (90) days of Grantee’s eligible spouse or domestic partner and dependents) Company health insurance under awareness of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from initial existence of the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsapplicable Involuntary Termination event.

Involuntary Termination. If Employee’s employment is terminated “Involuntary Termination” shall include any termination by the Company without other than for Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from and shall also include the Employee’s employment voluntary termination for “Good Reason” upon 30 days prior written notice to the Company by the Employee. Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims shall exist in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days event of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to any material reduction in the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the SeparationEmployee’s duties or responsibilities; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of change in the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation title (except with respect to any options granted pursuant the combined entity and not just with respect to a plan intended merger subsidiary or division) to qualify under Section 423 a title of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreementa less senior officer; (iii) a change in reporting structure such that the Company shall reimburse Employee for monthly premiums paid reports to continue an individual with a title (with respect to the combined entity and not just with respect to a merger subsidiary or division) that is less senior than that of the person to whom the Employee reported prior to the Change of Control; (iv) any reduction of the Employee’s base and cash bonus compensation ; or (and, if applicable, v) the Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) refusal to relocate to a location more than 25 miles from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until current location. Employee does not need to actually terminate employment with the earlier of: (1) Company to be entitled to payments and benefits hereunder in connection with a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which Good Reason based Involuntary Termination, but the Employee is covered under may at his or her sole discretion terminate employment in connection with an Involuntary Termination in connection with a Good Reason. For clarity, so long as the medical plan events giving rise to Good Reason occur within twelve (12) months of another employerthe Change of Control and the Employee gives the Company at least 30 days notice of such events before Employee terminates employment, which does not exclude pre-existing conditionssuch termination may occur more than twelve (12) months after a Change of Control. However, solely in order to terminate more than twelve (12) months following a Change of Control for Good Reason pursuant to the above, the Employee’s written notice must be received by the Company within 60 days of the events giving rise to Good Reason.

Involuntary Termination. If EmployeeWithout Cause at the Company’s employment is terminated by the Company option at any time, with or without Cause (as defined herein)notice and for any reason whatsoever, including a termination by means of a Non-Extension Noticeother than death, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause Disability or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)Cause, and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by sole discretion of the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “DeadlineInvoluntary Termination”). Upon an Involuntary Termination, thenExecutive shall receive all of the following severance benefits (provided, however, that, in addition to the Accrued Obligationsevent of an Involuntary Termination in circumstances in which the provisions of Section 1.3 would be applicable, Employee shall receive: the provisions of Section 1.3 will instead apply): (i) a lump sum payment of one in cash (1in accordance with Section 4.11) year of Base Salary plus an amount equal to the average Monthly Base Salary in effect on the date of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; Involuntary Termination multiplied by 12; (ii) any unvested portion a lump-sum payment in cash (in accordance with Section 4.11) equal to the amount of any outstanding options and/or any unvested shares (a) Executive’s target bonus for the bonus year in which Executive’s Involuntary Termination occurs, prorated based on the number of Company common stock days in the bonus year that have been issued elapsed prior to the date of Involuntary Termination, and (b) Executive’s Accrued Payments. (iii) provided that Executive is eligible for and timely elects to receive group medical continuation coverage under any stock option COBRA, the Company will pay 100% of applicable medical continuation premiums for the benefit of Executive (and stock incentive plans his covered dependents as of the date of his termination, if any) under Executive’s then-current plan election for 18 months after termination, with such coverage to be provided under the closest comparable plan as offered by the Company or from time to time; and (iv) fifty percent (50%) of all stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of termination (collectively, the “Outstanding Equity Awards”) that would otherwise will have vested during the twelve month period following the date of Involuntary Termination if such termination had not occurred shall immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following on the date of Employee’s Separation termination. (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 v) The remaining portion of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (andall Outstanding Equity Awards, if applicableany, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from which is unvested on the date that Employee of Involuntary Termination shall be forfeited and canceled in its entirety upon the date of Involuntary Termination. (and, if applicable, Employee’s eligible spouse vi) Each Outstanding Equity Award which is or domestic partner becomes vested and dependents) lose health care coverage as an employee under exercisable on the Company’s health plans date of Involuntary Termination shall remain outstanding and exercisable until the earlier of: of (1a) a date one (1) year after the expiration of the twelve month period which commences on the date health care coverage is lost as an employee; or of Involuntary Termination and (2b) a the expiration date on which of the Employee is covered under original term of the medical plan of another employer, which does not exclude pre-existing conditionsOutstanding Equity Award.

Involuntary Termination. If EmployeeIn the event Executive’s employment is terminated by under circumstances constituting an Involuntary Termination, the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition Executive shall be entitled to the Accrued Obligations, Employee shall receive: : (i) a lump within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, the amount in cash equal to the sum payment of (x) one (1) year of times the Executive’s annual Base Salary plus and (y) the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the period for revocation of the release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however, that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect contributions to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health retirement plans until on behalf of the earlier of: Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (112) a date one months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and that the Executive’s compensation during such twelve (112) months were the same as it had been immediately prior to the Date of Termination; and (v) reimbursement, up to $4,870, for outplacement services reasonably selected by the Executive incurred by the end of the second calendar year after termination of employment such reimbursement to occur by the date health care coverage is lost as an employee; or (2) a date on which end of the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsfollowing calendar year.

Involuntary Termination. If The Board of Directors may, without cause, terminate the Employee's employment at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company and the Bank jointly shall (i) if the Involuntary Termination occurs prior to the first anniversary of the Effective Date, pay to the Employee a lump sum severance amount equal to one year’s employment is terminated Salary as in effect immediately prior to the Date of Termination, including the pro rata portion of any incentive award that would have been payable to the Employee under Section 4(b) of this Agreement had the Employee continued to be employed by the Company without Cause and the Bank, or (ii) if the Involuntary Termination occurs after the first anniversary of this Effective Date, pay to the Employee during the remaining term of this Agreement the Salary at the rate in effect immediately prior to the Date of Termination, including the pro rata portion of any incentive award that would have been payable to the Employee under Section 4(b) of this Agreement had the Employee continued to be employed by the Company and the Bank, and (iii) provide to the Employee during the remaining term of this Agreement substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and her dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, on terms substantially as defined hereinfavorable to the Employee, including amounts of coverage and deductibles and other costs to him, as if she had not suffered Involuntary Termination. Notwithstanding the foregoing, if the taxable payments under this Section 7(a) would extend over a period of time sufficient for such payments not to be considered severance payments under Section 409A (and as such considered deferred compensation), including a termination by means then the final payment that could be made without causing the payments to be considered deferred compensation under Section 409A shall include the present value of a Non-Extension Noticethe remaining payments, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (with such present value determined using the applicable discount rate used for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation determining present value under Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average 280G of the two (2) prior years’ bonusesCode, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans with such rate being determined as of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following date the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsfinal payment would be made.

Involuntary Termination. If EmployeeIn the event Executive’s employment is terminated by under circumstances constituting an Involuntary Termination, the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition Executive shall be entitled to the Accrued Obligations, Employee shall receive: : (i) a lump within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, the amount in cash equal to the sum payment of one (1) year of the Executive’s annual Base Salary plus and the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the period for revocation of the release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however , that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect contributions to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health retirement plans until on behalf of the earlier of: Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (112) a date one months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and that the Executive’s compensation during such twelve (112) months were the same as it had been immediately prior to the Date of Termination; and (v) reimbursement, up to $15,000, for outplacement services reasonably selected by the Executive incurred by the end of the second calendar year after termination of employment such reimbursement to occur by the date health care coverage is lost as an employee; or (2) a date on which end of the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsfollowing calendar year.

Involuntary Termination. If Employee’s In the event Executive's employment is terminated by under circumstances constituting an Involuntary Termination, the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition Executive shall be entitled to the Accrued Obligations, Employee shall receive: : (i) a lump within fifteen (15) calendar days after the Date of Termination, the Executive's Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, the amount in cash equal to the sum payment of one (1) year of the Executive's annual Base Salary plus and the Executive's Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the period for revocation of the release has elapsed continuation of the Benefits, as if the Executive's employment had not been terminated; provided, however , that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the new employer's plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the average contributions to the Company's retirement plans on behalf of the two Executive that would have been made for the benefit of the Executive if the Executive's employment had continued for twelve (212) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days months after the Separation; (ii) any unvested portion Date of any outstanding options and/or any unvested shares of Company common stock Termination, assuming for this purpose that have been issued all benefits under any stock option such retirement plans were fully vested and stock incentive plans that the Executive's compensation during such twelve (12) months were the same as it had been immediately prior to the Date of Termination; and (v) reimbursement, up to $15,000, for outplacement services reasonably selected by the Executive incurred by the end of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period second calendar year after termination of seven (7) years following employment such reimbursement to occur by the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 end of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsfollowing calendar year.

Involuntary Termination. If Employeethe Executive experiences an Involuntary Termination prior to the end of the Term, such termination of employment shall be subject to the Company’s employment is terminated by obligations under this Section 7(a). If such Involuntary Termination occurs, the Company without Cause shall: (as defined hereini) pay to the Executive or the Executive’s beneficiary a cash payment equal to two (2) times the sum of (A) the Executive’s then Base Salary (excluding any reductions to Base Salary that may have triggered such termination), including plus (B) the Executive’s Target Bonus (the “Severance Payment”), provided, however, that, in no event shall the Severance Payment be less than $500,000.00; (ii) continue COBRA benefits for a termination by means period of up to eighteen (18) months following the Date of Termination, at no cost to the Executive; provided that the Executive is eligible for and elects such coverage; (iii) accelerate the vesting of any outstanding equity awards if so provided pursuant to the terms of such awards or as provided herein; (iv) pay to the Executive a Non-Extension NoticePro Rata Bonus, or if Employee resigns from Employee’s employment any; and (v) provide the Executive with executive level outplacement services for Good Reason a period of up to one (1) year, as defined hereinmay be needed. In addition to the foregoing, in connection with an Involuntary Termination, the Executive shall be entitled to receive (A) any accrued but unpaid Base Salary and any accrued but unused vacation through the Date of Termination, (for purposes B) reimbursement of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result any expenses incurred through the Date of Employee’s death or disabilityTermination in accordance with Section 4(d), and (C) all vested benefits and amounts under any plan, program or arrangement, the payment and other rights with respect to which shall be governed by the terms thereof (the benefits listed in this subparagraph collectively, the “Accrued Compensation”). Except as may be provided by Section 21(b), if applicable, the Severance Payment and Pro Rata Bonus provided herein, shall be paid in a single lump sum on the forty-fifth (45th) day following the Date of Termination provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs the Executive executes, and does not revoke revoke, a general release of all claims and waiver, in the form prescribed by attached hereto as Exhibit B (the Company (a “Release”) prior to such forty-fifth (45th) day. If the Release has not become irrevocable on or before such forty-fifth (45th) day, the Executive shall forfeit any right to the Severance Payment (and such Release becomes effective within thirty the benefits set forth in subparagraphs (30) days of Employee’s Separation (the “Deadline”ii), then(iii), in addition and (v) above). If the Executive should die after amounts become payable under this Section 7(a), such amounts shall thereafter be paid to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of EmployeeExecutive’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsestate.

Involuntary Termination. If EmployeeIn the event Executive’s employment is terminated by under circumstances constituting an Involuntary Termination, the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition Executive shall be entitled to the Accrued Obligations, Employee shall receive: : (i) a lump within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, the amount in cash equal to the sum payment of one (1) year of the Executive’s annual Base Salary plus and the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the period for revocation of the release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however, that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect contributions to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health retirement plans until on behalf of the earlier of: Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (112) a date one months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and that the Executive’s compensation during such twelve (112) months were the same as it had been immediately prior to the Date of Termination; and (v) reimbursement, up to $15,000, for outplacement services reasonably selected by the Executive incurred by the end of the second calendar year after termination of employment such reimbursement to occur by the date health care coverage is lost as an employee; or (2) a date on which end of the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsfollowing calendar year.

Involuntary Termination. If EmployeeIn the event Executive’s employment is terminated by under circumstances constituting an Involuntary Termination, the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition Executive shall be entitled to the Accrued Obligations, Employee shall receive: : (i) a lump within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, the amount in cash equal to the sum payment of one (1x) year of two (2) times the Executive’s annual Base Salary plus and (y) the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the period for revocation of the release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however, that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect contributions to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health retirement plans until on behalf of the earlier of: Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (112) a date one months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and that the Executive’s compensation during such twelve (112) months were the same as it had been immediately prior to the Date of Termination; and (v) reimbursement, up to $15,000, for outplacement services reasonably selected by the Executive incurred by the end of the second calendar year after termination of employment such reimbursement to occur by the date health care coverage is lost as an employee; or (2) a date on which end of the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsfollowing calendar year.

Involuntary Termination. If the Employee’s employment with the Company is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)Involuntary Termination, and provided that then the Employee shall be entitled to receive the following severance benefits: (i) The Employee shall be entitled to receive severance pay in an amount equal to one hundred percent (100%) of his annual base salary as in effect at the time of such termination constitutes termination. Any severance to which the Employee is entitled pursuant to this section shall be paid in a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective lump sum, less applicable withholding, within thirty (30) days of following the Employee’s Separation termination. (the “Deadline”), then, in addition ii) The Executive shall be entitled to the Accrued Obligations, Employee shall receive: (i) receive a lump sum payment of one (1) year of Base Salary plus an amount separation bonus equal to the gross amount of fifty percent (50%) of the average of annual performance bonus paid to the Executive for the two (2) most recent fiscal years for which bonuses have been paid prior years’ bonuses, which shall be paid in one lump sum within thirty to the termination date. (30iii) days after the Separation; (ii) With respect to any unvested portion of any outstanding options and/or any unvested to purchase shares of Company common the stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven held by the Employee; Section 12.1 (7b) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 19862005 Equity Incentive Plan, as amended (the “CodePlan”)), subject notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the terms occurrence of the applicable plan closing of the transaction resulting in the Change in Control, with any acceleration and award agreement; exercise subject to, and conditional upon, the actual closing of such transaction.” (iiiiv) The Employee shall be entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and conditions of such options). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Executive’s existing group health insurance coverage. If not so permitted, the Company shall reimburse Employee the Executive for monthly any health insurance premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company by the Executive for continued group health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse coverage. Such health insurance coverage or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans reimbursement of premiums shall continue until the earlier of: of (1i) a date one twelve (112) year months after the date health care coverage is lost as an employee; of the Executive’s Involuntary Termination or (2ii) a the date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsExecutive commences New Employment.

Involuntary Termination. If Employee’s employment is terminated For purposes of this Agreement, an Involuntary Termination of Employment shall be deemed to occur if: (a) there has been an actual termination by the Company without Cause of Executive’s employment, other than (i) “For Cause” (as defined hereinin Section 7 below), including (ii) Executive’s death, (iii) on account of an accident or illness which renders Executive unable, for a termination period of at least six (6) consecutive months, to perform the essential functions of his or her job notwithstanding the provision of reasonable accommodation by means of the Company; or (iv) a Non-Extension NoticeTermination in Connection with a Change in Control, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(hthe Executive Continuity Agreement between Executive and Company dated June __, 2019. (b) the Company reduces Executive’s salary (“Separation”) and Employee signs and does not revoke a general release of all claims except in the form prescribed by case of a reduction of no more than ten percent (10%) that applies to all similarly-situated executives of the Company), reduces reward opportunities (which will be evaluated in light of the performance requirements therefor), reduces other compensation, deprives Executive of any material fringe benefit, a material diminution in Executive’s authority, duties, or responsibilities, a material diminution in the authority, duties, or responsibilities of the person to whom Executive is required to report, a material diminution in the budget over which Executive retains authority, or a relocation of Executive’s primary office more than seventy-five (75) miles from his or her then current office location, but not closer to his or her principal residence (each, a “Good Reason” event), without his or her prior express written approval; provided that the Executive must notify the Company (a “Release”) and of such Release becomes effective event in writing within thirty (30) days of Employee’s Separation its occurrence, specifying the circumstance that the Executive claims constitutes Good Reason, at which time the Company will then have fifteen (15) days to cure such Good Reason event, and if the “Deadline”)Company fails to do so, then, in addition to the Accrued Obligations, Employee shall receive: Executive must provide a notice of termination within ten (i10) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average days of the two expiration of the fifteen-day cure period in order for his or her resignation to constitute a resignation for Good Reason and qualify under this subsection (2) prior years’ bonuses, which shall be paid in one lump sum within thirty b); or (30) days after the Separation; (iic) any unvested portion material breach by the Company of any outstanding options and/or any unvested shares provision of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsthis Agreement.

Involuntary Termination. If Employee’s 's employment is ----------------------- terminated by the Company without as a result of an Involuntary Termination other than for Cause (as defined herein), including a termination in Section 6 below) and other than by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result reason of Employee’s death or disability)'s Voluntary Termination, and provided Employee will be entitled to receive a severance payment equal to twelve (12) months of the Base Salary plus the amount of Employee's target bonus for the fiscal year in which the termination occurs to the extent that the bonus has been earned as of such termination constitutes a “separation from service” date, as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed determined by the Company (a “Release”) Board of Directors or its Compensation Committee based upon the specific corporate and individual performance targets established for such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, fiscal year. Such payment shall be reduced by applicable income and employment taxes and shall be made in addition to the Accrued Obligations, Employee shall receivetwo equal installments as follows: (i) a lump sum payment of one one-half within seven (17) year of Base Salary plus an amount equal to the average days of the two (2) prior years’ bonuseseffective date of the termination, which shall be paid in one lump sum within thirty (30) days after the Separation; and (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option one-half on the six-month anniversary thereof. Health insurance benefits with the same coverage provided to Employee prior to the termination and stock incentive plans of in all other respects significantly comparable to those in place immediately prior to the Company or otherwise termination will immediately vest and become exercisable and will remain exercisable be provided at the Company's cost for a period of seven twelve (712) years following the date months through reimbursement of Employee’s Separation premiums paid by Employee for such coverage (except with respect to any options granted which coverage shall be provided pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan Consolidated Omnibus Reconciliation Act of 1985, as amended, ("COBRA") once available to employees of the Company). In addition, the stock option held by Employee that is unexercisable as of the date of such termination shall become exercisable on the effective date of such termination with respect to fifty percent (50%) of the Shares (as defined in Section 4(c) above) subject to such unexercisable option. As a condition of, and award agreement; (iii) in exchange for, the receipt of such severance benefits, Employee shall execute and deliver to the Company shall reimburse Employee for monthly premiums paid (and remain in full compliance with): (i) a Settlement Agreement and Release of Claims in a form satisfactory to continue the Company; and (ii) a resignation from all of Employee’s (and's positions with the Company, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) including from the date that Board of Directors and any committee thereof on which Employee (andserves, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under in a form satisfactory to the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If Employee’s employment is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one two (12) year years of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one two (12) year years after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If Employeethe Employee experiences an Involuntary Termination prior to the Separation Date, such termination of employment shall be subject to the Company’s employment is terminated by obligations under this Section 7. In the event of an Involuntary Termination of the Employee prior to the Separation Date (other than an Involuntary Termination at the time of or within 12 months following a Change in Control), the Company without Cause (as defined herein)or the Bank shall, including a termination by means of a Non-Extension Notice, or if subject to the Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does executing and not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke revoking a general release of all claims pursuant to Section 7(d) below, (i) pay to the Employee monthly one-twelfth of the greater of (A) his Cash Compensation until the expiration of the remaining term of this Agreement or (B) the Separation Payment until the expiration of the remaining term of this Agreement, with such payments to commence effective as of the first business day of the month following the Involuntary Termination, provided that the initial installment(s) shall be delayed and paid on the first business day of the month following the date the general release of claims is executed and the revocation period expires without the release being revoked, except as otherwise set forth below or in Section 7(d) below, (ii) provide Health Insurance Benefits to each Covered Person until the form prescribed expiration of the remaining term of this Agreement or such Covered Person’s death, whichever first occurs, and (iii) provide Other Insurance Benefits until the expiration of the remaining term of this Agreement or the Employee’s death, whichever first occurs. If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 7(a) which are not covered by the Company (a “Release”separation pay plan exemption from Section 409A set forth in Treasury Regulation §1.409A-1(b)(9)(iii) and which would otherwise be paid within the first six months following the Separation from Service, and as such Release becomes effective within thirty (30) days of constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation (the “Deadline”)from Service, then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average or his earlier death. Any payments deferred on account of the two preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (2) prior years’ bonusesi.e., which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion are considered payable on account of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s an involuntary Separation (except with respect to any options granted from Service as herein defined pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”separation pay plan)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If the Employee’s employment is terminated (A) by the Company without other than for Cause or (as defined herein)B) voluntarily by the Employee for Good Reason, including a termination by means then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of a Non-Extension Notice, or if Employee resigns from the Employee’s employment for Good Reason termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined herein) (for purposes of clarity, a the fiscal year in which the termination without Cause or occurs for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined each month in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition which severance payments are made to the Accrued Obligations, Employee shall receive: pursuant to subsection (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreementabove ; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company shall reimburse Employee (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for monthly premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee validly elects to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (b) from the date that upon which Employee (and, if applicable, and Employee’s eligible spouse or domestic partner dependents become covered under similar plans; and dependents(v) lose health care coverage as an employee under outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsstandard payroll practices.

Involuntary Termination. If Employee’s employment is terminated by Employer recognizes that the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), Executive would incur substantial damage to personal and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims professional reputation in the form prescribed by event of an Involuntary Termination. Consequently, should such Involuntary Termination occur during the Company (a “Release”) and such Release becomes effective within thirty (30) days Period of Employee’s Separation Employment, the Employer shall pay to the Executive, as liquidated damages, an amount (the “DeadlineSeverance Amount”), then, in addition ) equivalent to the Accrued Obligations, Employee shall receive: sum of (i) 1.25 times Executive’s then current annualized Base Salary and (ii) a percentage of the target Incentive Compensation otherwise stipulated for the benefit of Executive pursuant to Section 3(b) of this Agreement for the calendar year in which the Involuntary Termination occurs as follows: Under one year None One year up to two years 50 % Two years and over 125 % Employer, upon Executive’s Separation from Service, shall pay to Executive one-half of the Severance Amount in a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum cash within thirty (30) days after the Separation; date of Executive’s Separation from Service and the remaining one-half of the Severance Amount shall be paid in equal installments over a twelve (ii12) any unvested portion month period commencing on the first day of any outstanding options and/or any unvested shares the month following the month of Company common stock Executive’s Separation from Service and at the same time that Base Pay would have been issued under any stock option paid has this Agreement continued; provided, Employer’s obligation to make such payments shall be contingent upon Executive signing a general release of all claims, in a form attached hereto as Exhibit A, within twenty-one (21) days following his Separation from Service and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of not revoking such release within his seven (7) years following day revocation period. Upon Executive’s becoming ineligible to participate in the date of Employee’s Separation group health plan(s) sponsored by the Employer, Executive may elect continuation coverage (except with respect to any options granted pursuant to a plan intended to qualify “Continuation Coverage”) under Section 423 of the Internal Revenue Code of 1986, such plan(s) as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). During such COBRA coverage period, the Employer will pay (or will reimburse the Executive for paying) from the date that Employee premiums for COBRA Continuation Coverage (and, if applicable, Employee’s eligible spouse or domestic partner and dependentsexcluding any medical flexible spending account coverage) lose health care coverage as an employee under the Company’s health plans until the earlier of: first to occur of (1i) a date one (1) year 15 months after the date health care coverage is lost as an employee; Involuntary Termination, or (2ii) a the date on which the Employee Executive commences employment with a new employer and is covered under eligible to participate in a subsequent employer’s medical and healthcare employee benefits program with respect to the Employer’s insured group health plan; provided, however, that such payments or reimbursements shall not exceed the amount paid by Employer for the medical plan and healthcare coverage in effect for Executive and his dependents immediately prior to the COBRA coverage period. All other premiums shall be paid by Executive. If the Executive has an Involuntary Termination, the Employer shall accelerate the vesting of another employerits stock options previously granted to Executive pursuant to the Employer’s Equity Ownership Plan (or any other or successor plans) as follows (but the period during which Executive may exercise the stock options shall not be extended under this Agreement): Under one year None One year up to two years Options otherwise vesting within 6 months following Involuntary Termination Two years and over Options otherwise vesting within 15 months following Involuntary Termination If the Involuntary Termination or a Constructive Discharge occurs within 24 months following a Change of Control, in lieu of the Severance Amount provided in the first paragraph of this Section 4(b) (but paid in the same manner as provided in Section 4(b)), the Severance Amount shall be the aggregate of (i) two times annualized Base Salary and (ii) 100% of the target Incentive Compensation otherwise payable to him for the year in which does the Involuntary Termination or Constructive Discharge occurs. In addition, vesting for all unvested stock options granted pursuant to the Employer’s Equity Ownership Plan (or any other or successor plans) shall be immediately accelerated (but the period during which Executive may exercise the stock options shall not exclude pre-existing conditionsbe extended under this Agreement). In order to reduce the impact of any possible excise tax, AtheroGenics agrees to provide a gross up payment equal to the sum of a) the excise tax under Code Section 4999 payable on the severance package and b) the federal, state, local, employment tax and excise tax on the gross up payment. Such gross up payment shall be made no later than the end of the calendar quarter next following the calendar quarter in which the Executive remits the related taxes. Except as provided under this Section 4(b), as of the effective date of an Involuntary Termination, all other obligations of the Employer to Executive under this Agreement shall cease.

Involuntary Termination. If Employeethe Covered Person’s employment is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)Involuntary Termination, and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke then, subject to the Covered Person executing a general release in favor of all claims in the form prescribed by Company, the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition Covered Person shall be entitled to the Accrued Obligations, Employee shall receive: (i) receive a lump sum severance payment of one (1) year of Base Salary plus in an amount equal to the average eighteen (18) months of the two Covered Person’s annual Target Compensation; and in addition, for a period of eighteen (218) months after such termination (the “COBRA Payment Period”), the Company shall be obligated to provide the Covered Person with continued participation in medical, dental, vision, and life insurance benefits that are substantially equivalent to the Covered Person’s benefits that were in effect immediately prior years’ bonusesto the Change of Control (the “COBRA premiums”). In addition, outstanding stock options and shares of restricted stock or restricted units held by the Covered Person granted prior to the date of such termination under the Company’s equity plans which would otherwise become fully vested, nonforfeitable and not subject to any restrictions following the date of such termination shall instead become fully vested, nonforfeitable and not subject to restrictions as of the date of such termination. Any severance payments to which the Covered Person is entitled pursuant to this section shall be paid in one a lump sum within thirty sixty (3060) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a effective date of the Covered Person’s termination. For purposes of this Paragraph 3(a)(i), the term “Target Compensation” shall mean the highest amount of Target Compensation applicable to the Covered Person from the period of seven (7) years following time immediately prior to the Change of Control through the effective date of Employeethe Covered Person’s Separation (except with respect to any options granted pursuant to termination. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a plan intended to qualify under violation of the nondiscrimination rules of Section 423 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act)), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Covered Person on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings, for the terms remainder of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsCOBRA Payment Period.

Involuntary Termination. If The Board of Directors may, without cause, terminate the Employee's employment at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company and the Bank jointly shall (i) if the Involuntary Termination occurs prior to the first anniversary of the Effective Date, pay to the Employee a lump sum severance amount equal to one year’s employment is terminated Salary as in effect immediately prior to the Date of Termination, including the pro rata portion of any incentive award that would have been payable to the Employee under Section 4(b) of this Agreement had the Employee continued to be employed by the Company without Cause and the Bank, or (ii) if the Involuntary Termination occurs after the first anniversary of this Effective Date, pay to the Employee during the remaining term of this Agreement the Salary at the rate in effect immediately prior to the Date of Termination, including the pro rata portion of any incentive award that would have been payable to the Employee under Section 4(b) of this Agreement had the Employee continued to be employed by the Company and the Bank, and (iii) provide to the Employee during the remaining term of this Agreement substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, on terms substantially as defined hereinfavorable to the Employee, including amounts of coverage and deductibles and other costs to him, as if he had not suffered Involuntary Termination. Notwithstanding the foregoing, if the taxable payments under this Section 7(a) would extend over a period of time sufficient for such payments not to be considered severance payments under Section 409A (and as such considered deferred compensation), including a termination by means then the final payment that could be made without causing the payments to be considered deferred compensation under Section 409A shall include the present value of a Non-Extension Noticethe remaining payments, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (with such present value determined using the applicable discount rate used for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation determining present value under Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average 280G of the two (2) prior years’ bonusesCode, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans with such rate being determined as of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following date the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsfinal payment would be made.

Involuntary Termination. If Employee(i) the Company involuntarily terminates Executive’s employment is terminated by the Company without Cause “Cause” (as defined herein), including but excluding a termination by means of a Non-Extension Notice, based on Executive’s death or if Employee resigns from Employee’s employment for Good Reason “Disability” (as defined herein); or (ii) (for purposes of clarity, Executive voluntarily terminates his employment with the Company due to a termination without Cause or for “Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from serviceTermination” (as defined in Treasury Regulation Section l.409A-l(hherein); and (iii) (“Separation”) and Employee Executive signs and does not revoke a general standard release of claims with the Company within the time period required by such release and in no event later than two and one-half (2½) months following the end of the calendar year in which the Executive’s termination of employment occurs, then, subject to Section 9, Executive will be entitled to receive: (i) the “Severance Payments” (as defined herein); (ii) accelerated vesting (including, the lapse of restrictions) of the unvested shares of common stock subject to outstanding equity awards granted to Executive by the Company that vest solely based on the passage of time and continued service (the “Time-Based Awards”) in an amount equal to the greater of (A) the number of shares that would have vested under such Time-Based Awards had Executive remained employed an additional twelve (12) months from the termination date or (B) fifty percent (50%) of the unvested shares of common stock subject to the Time-Based Awards as of the date of Executive’s termination of employment; (iii) the immediate vesting of fifty percent (50%) of the unvested shares of common stock subject to outstanding equity awards granted to Executive by the Company that vest based on the achievement of performance objectives (the “Performance-Based Awards” and, together with the Time-Based Awards, the “Awards”); (iv) all claims in the form prescribed shares of common stock subject to outstanding stock options granted to Executive by the Company (a the “ReleaseOptions”) and such Release becomes effective within thirty which are vested as of the date of Executive’s termination of employment (30including pursuant to this Section 6(a)) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) will be exercisable for a lump sum payment period of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation such termination, provided, however, that in no event will this provision operate to extend an Option beyond the term/expiration date of such Option; and (except with respect to any options granted v) reimbursement for the cost of continued health plan coverage Executive timely elects pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and life insurance coverage for Executive and his dependents for a period of twelve (12) months from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionssuch termination of employment.

Involuntary Termination. If In the event of the Involuntary Termination of the Employee’s employment is terminated , if the Employee has offered to continue to provide services as contemplated by this Agreement, and such offer has been declined, then, subject to Section 7(b) of this Agreement, the Company shall, as liquidated damages: (i) during the remaining term of this Agreement following the Date of Termination (the “Remaining Term”), (A) pay to the Employee in cash monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Company without Cause (as defined herein)Employee for the two full fiscal years preceding the Date of Termination, including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Treasury Regulation Section l.409A-l(h) (“Separation”5(c) and Employee signs and does not revoke a general release Section 5(d) of all claims in this Agreement; (ii) within 30 days following the form prescribed by date on which the Company (a “Release”) and such Release becomes effective within thirty (30) days term of Employee’s Separation this Agreement expires (the “DeadlineExpiration Date”), then, in addition pay to the Accrued Obligations, Employee shall receive: (i) in a lump sum payment of one (1) year of Base Salary plus in cash an amount equal to the average excess of (A) the present value of the two (2) prior years’ bonuses, aggregate benefits to which shall he would be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued entitled under any stock option and stock incentive all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or otherwise will immediately vest the Bank if he were 100% vested thereunder, had continued to be employed by the Company and become exercisable the Bank during the Remaining Term and will remain exercisable for a had received as covered compensation during such period the amounts payable to his under Section 7(a)(i) hereof, over (B) the present value of seven the benefits to which he is actually entitled under such plans as of the Expiration Date; (7iii) years within 30 days following the date Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of the employer contributions to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Company or the Bank if he were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to his under Section 7(a)(i) hereof and assuming that he had made during such period the maximum amount of employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (iv) during the Remaining Term, the Company shall provide the Health Benefits to the Employee on the same terms as if he had continued to be employed under this Agreement; and (v) following the expiration of the term of this Agreement, the Company shall make the Health Benefits available to the Employee’s Separation (except with respect , provided that the Employee reimburses the Company for the amount the Company pays to any options granted pursuant third parties that is attributable to the Health Benefits for the Employee and his spouse. For purposes of this Section 7, present value shall be determined by using the UP-1984 mortality table and the same discount rate as would apply to a plan intended to qualify determination of present value under Section 423 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If the Employee’s 's employment is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (a) severance payments during the period from the date of the Employee’s death or disability)'s termination until the date twelve (12) months after the effective date of the termination (the "Severance Period") equal to the salary that the Employee was receiving immediately prior to the Change of Control, and provided which payments shall be paid during the Severance Period in accordance with the Company's standard payroll practices; (b) a pro-rated amount of the Employee's "target bonus" for the fiscal year in which the termination occurs, based on the number of months such Employee was employed during the fiscal year in which termination occurs, with such payment being made on the termination date, PROVIDED, HOWEVER, that if the "target bonus" has not yet been determined for the fiscal year in which the termination occurs, then Employee shall receive such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409Apro-l(hrated amount based on such Employee's bonus actually received, if any, for the prior fiscal year; (c) (“Separation”) and Employee signs and does not revoke a general release continuation of all claims health and life insurance benefits through the end of the Severance Period (or, if earlier, until the date on which comparable coverage is made available by a new employer) substantially identical in level and cost to those to which the form prescribed by Employee was entitled immediately prior to the Change of Control, PROVIDED, however, that if the benefits available to Officers of the Company (a “Release”or successor corporation) and such Release becomes effective within thirty (30) days of are changed after the Employee’s Separation ('s termination date, then the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which Employee's benefits shall be paid in one lump sum within thirty continued at the new level and cost; (30d) days after the Separation; (ii) any full and immediate vesting of each unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option granted for the Company's securities and stock incentive plans each share of Restricted Stock held by the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following Employee on the date of Employee’s Separation (except termination so that each such option shall be exercisable in full on the termination date in accordance with respect to any options granted the provisions of the Option Agreement and Plan pursuant to a plan intended which such option was granted, and each such share of Restricted Stock shall be freely transferable to qualify under Section 423 the extent so vested in accordance with the provisions of the Internal Revenue Code of 1986, as amended Stock Purchase Agreement pursuant to which such stock was purchased by Employee; and (the “Code”)), subject to the terms e) forgiveness of the applicable plan principal and award agreement; (iii) accrued interest on any loans outstanding that were executed by Employee in connection with the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under purchase of shares of the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions's Common Stock.

Involuntary Termination. If Employeeprior to a Change of Control (as defined below), Executive’s employment is terminated by with the Company without terminates (excluding a termination based on Executive’s death or Disability (as defined herein)) other than voluntarily or for Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee Executive signs and does not revoke a general release of all claims in with the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”)Company, then, in addition subject to the Accrued ObligationsSection 11, Employee Executive shall be entitled to receive: (i) continuing payments of severance pay (less applicable withholding taxes) at a lump sum payment of one (1) year of rate equal to his Base Salary plus an amount equal rate, as then in effect, for a period of six (6) months from the date of such termination of employment, to the average of the two (2) prior years’ bonuses, which shall be paid periodically in one lump sum within thirty (30) days after accordance with the SeparationCompany’s normal payroll policies; (ii) any unvested portion of any outstanding options and/or any unvested all shares of Company common stock that subject to the Option which have been issued under any stock option and stock incentive plans vested as of the Company or otherwise will immediately vest and become exercisable and will remain date of Executive’s termination of employment shall be exercisable for a period of seven six (76) years months following the date of Employee’s Separation such termination, provided, however, that in no event shall this provision operate to extend the Option beyond the term/expiration date of such Option (except with respect and in no event will extend the term of the Option beyond ten (10) years from the date of grant), nor shall the unvested portion of the Option continue to any options granted pursuant to vest during the six (6) month severance period; (iii) reimbursement for the cost of continued health plan coverage for the Executive and his dependents for a plan intended to qualify under period of six (6) months from the date of such termination of employment; provided, however, that (A) the Executive constitutes a qualified beneficiary, as defined in Section 423 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)), subject ) and (B) Executive timely elects continuation coverage pursuant to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA; and (iv) from the portion of the projected Bonus for the fiscal year in which such termination of employment occurs accrued up to the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage of termination as an employee under determined by the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsCompensation Committee in its sole discretion.

Involuntary Termination. If EmployeeWithout Cause at the Company’s employment is terminated by the Company option at any time, with or without Cause (as defined herein)notice and for any reason whatsoever, including a termination by means of a Non-Extension Noticeother than death, disability or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarityFor Cause, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by sole discretion of the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “DeadlineInvoluntary Termination”). Upon an Involuntary Termination, thenExecutive shall receive all of the following severance benefits (provided, however, that, in addition to the Accrued Obligationsevent of an Involuntary Termination in circumstances in which the provisions of Section 1.3 would be applicable, Employee shall receive: the provisions of Section 1.3 will instead apply): (i) a lump sum payment of one in cash (1in accordance with Section 4.11) year of Base Salary plus an amount equal to the average Monthly Base Salary in effect on the date of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; Involuntary Termination multiplied by 12; (ii) any unvested portion a lump-sum payment in cash (in accordance with Section 4.11) equal to the amount of any outstanding options and/or any unvested shares (a) Executive’s target bonus for the bonus year in which Executive’s Involuntary Termination occurs, prorated based on the number of Company common stock days in the bonus year that have been issued elapsed prior to the date of Involuntary Termination, and (b) Executive’s Accrued Payment. (iii) provided that Executive is eligible for and timely elects to receive group medical continuation coverage under any stock option COBRA, the Company will pay 100% of applicable medical continuation premiums for the benefit of Executive (and stock incentive plans his covered dependents as of the date of his termination, if any) under Executive’s then-current plan election for 18 months after termination, with such coverage to be provided under the closest comparable plan as offered by the Company or from time to time; and (iv) fifty percent (50%) of all stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of termination (collectively, the “Outstanding Equity Awards”) that would otherwise will have vested during the twelve month period following the date of Involuntary Termination if such termination had not occurred shall immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following on the date of Employee’s Separation termination. (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 v) The remaining portion of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (andall Outstanding Equity Awards, if applicableany, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from which is unvested on the date that Employee of Involuntary Termination shall be forfeited and canceled in its entirety upon the date of Involuntary Termination. (and, if applicable, Employee’s eligible spouse vi) Each Outstanding Equity Award which is or domestic partner becomes vested and dependents) lose health care coverage as an employee under exercisable on the Company’s health plans date of Involuntary Termination shall remain outstanding and exercisable until the earlier of: of (1a) a date one (1) year after the expiration of the twelve month period which commences on the date health care coverage is lost as an employee; or of Involuntary Termination and (2b) a the expiration date on which of the Employee is covered under original term of the medical plan of another employer, which does not exclude pre-existing conditionsOutstanding Equity Award.

Involuntary Termination. If Employee’s employment is terminated by during the term of this Agreement the Company terminates the employment of Executive involuntarily and without Cause (as defined herein)Business Reasons or a Constructive Termination occurs, including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in then Executive shall be entitled to receive the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receivefollowing: (iA) salary and vacation accrued through the Termination Date plus continued salary for a lump sum payment period of three (3) years following the Termination Date (one (1) year of Base Salary plus an amount equal to in the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion case of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date such termination within one (1) year after following a Change in Control to which Section 7(c) applies), payable in accordance with the date Company's regular payroll schedule as in effect from time to time, (B) at the Termination Date, 100% of Executive's target bonus for the fiscal year in which the Termination Date occurs (plus any unpaid bonus from the prior fiscal year), (C) following the end of the fiscal year in which the Termination Date occurs and management bonuses have been determined, a pro rata share (based on the proportion of the fiscal year during which Executive remained an employee of the Company) of the bonus that would have been payable to Executive under the bonus plan in excess of 100% of Executive's target bonus for the fiscal year, (D) following the end of the first fiscal year following the fiscal year in which the Termination Date occurs, 100% of Executive's target bonus for such following fiscal year (or, if the target bonus for such year was not previously set, then 100% of Executive's target bonus for the fiscal year in which the Termination Date occurred), (E) acceleration in full of vesting of all outstanding stock options, TARPs and other equity arrangements subject to vesting and held by Executive (and in this regard, all options and other exercisable rights held by Executive shall remain exercisable for ninety (90) days following the Termination Date (or such longer period as may be provided in the applicable plan or agreement), (F) continuation of group health care coverage is lost benefits pursuant to the Company's standard programs as in effect from time to time (or continuation by the Company of substantially similar group health benefits as in effect at the Termination Date, through a third party carrier, at the Company's election) for Executive, his spouse and any children for so long as they are under the age of 19 (25, if a full time student) and until such time as Executive reaches the age of 55, (G) continuation of Executive's auto benefits for one year following the Termination Date, (H) in the event of an employee; involuntary termination without Business Reason or a Constructive Termination, which in either such case occurs within twelve (12) months following a Change in Control, forgiveness by the Company of all outstanding principal and interest due to the Company under indebtedness incurred by Executive to purchase shares of capital stock of the Company, and (I) no other compensation, severance or other benefits. Notwithstanding the foregoing, however, the Company shall not be required to continue to pay the salary or bonus specified in clauses (A), (B), (C) or (2D) a date on which hereof for any period following the Employee is covered under Termination Date if Executive violates the medical plan of another employer, which does not exclude pre-existing conditionsnoncompetition agreement set forth in Section 12 during the three (3) year period following the Termination Date.

Involuntary Termination. If Employee’s (i) The Company may terminate the employment is terminated by of the Executive for any reason other than one specified in Section 4(a) or Section 4(b) immediately upon written notice of termination to the Executive, and the Executive may terminate his employment with the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (immediately upon providing written notice of such termination to the Company. Either of such terminations shall be deemed an “Involuntary Termination” for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result this Agreement. (ii) Upon the occurrence of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), thenan Involuntary Termination, in addition to the Accrued Obligations, Employee and subject to the execution by the Executive of a release in the form of Exhibit C hereto (the “Release”) and the compliance by the Executive with the Release and all terms and provisions of this Agreement and the Confidentiality and Invention Assignment Agreement (as defined in Section 5) that survive the termination of the Executive’s employment by the Company the Executive shall receive: be entitled to receive (iA) a lump sum payment of one (1) year of Base Salary plus severance payments in an amount equal to the average of Base Salary in effect on the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable termination date for a period of seven 12 months; plus (7B) years following monthly reimbursement (upon presentation of proof of payment) for the medical insurance premiums at the same level as was in effect on the termination date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: of (1) a date one (1) year after the date health care coverage is lost as an employee; end of such 12-month period or (2) the date the Executive becomes eligible for medical benefits through another employer; provided, however, that if such Involuntary Termination shall occur upon the closing of a date on Change of Control or within 12 months thereafter: (A) the severance shall be payable in a single lump sum and (B) the Executive shall also be entitled to receive an amount equal to 75% of the projected target amount of the Executive’s Annual Bonus for the calendar year in which the Employee Executive’s employment termination occurs payable in a single lump sum, such lump sum payments to be made in each case on the first regularly scheduled payroll date that occurs on or after 60 days after the effective date of such employment termination. Any payments due pursuant to this Section 4(c), other than the Accrued Obligations, shall commence as soon as administratively feasible within 60 days after the date of the Executive’s termination of employment provided the Executive has timely executed and returned the Release and, if a revocation period is covered applicable, the Executive has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that payments pursuant to clauses (A) and (B) commence, the Company will pay the Executive in a single lump sum payment, less applicable taxes and withholding, the payments that the Executive would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the payments to be paid as originally scheduled. The Accrued Obligations will be paid on the first payroll date following last date of employment to the extent administratively feasible and, if not, then on the second payroll date following the last date of employment. (iii) Notwithstanding anything to the contrary set forth elsewhere in this Agreement, the Executive may not terminate his employment with the Company for Good Reason pursuant to this Section 4(c), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Executive, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Executive believes to constitute “Good Reason” and identifies the particular event specified in the definition of “Good Reason” on Exhibit A that the Executive contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Executive of the Executive’s employment relationship with the Company; and (C) the Executive actually resigns from the employ of the Company on or before that date that is 12 months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the immediately preceding sentence are not fully satisfied on a timely basis, then the resignation by the Executive from the employ of the Company shall not be deemed to have been for “Good Reason,” the Executive shall not be entitled to any of the benefits to which the Executive would have been entitled if the Executive had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Executive under this Section 4(c) had the medical plan of another employer, which does not exclude pre-existing conditionsExecutive resigned with “Good Reason.”

Involuntary Termination. If the Employee’s employment with the Company is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)Involuntary Termination, then the Employee shall be entitled to receive the following severance benefits: (i) The Employee shall be entitled to receive severance pay in an amount equal to one hundred percent (100%) of his annual base salary and provided that allowances as in effect at the time of such termination constitutes (at the time of entering into this agreement an amount of RMB 2,300,000). Any severance to which the Employee is entitled pursuant to this section shall be paid in a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective lump sum, less applicable withholding, within thirty (30) days of following the Employee’s Separation termination. (the “Deadline”), then, in addition ii) The Executive shall be entitled to the Accrued Obligations, Employee shall receive: (i) receive a lump sum payment of one (1) year of Base Salary plus an amount separation bonus equal to the gross amount of fifty percent (50%) of the average of annual performance bonus paid to the Executive for the two (2) most recent fiscal years for which bonuses have been paid prior years’ bonuses, which shall be paid in one lump sum within thirty to the termination date. (30iii) days after the Separation; (ii) With respect to any unvested portion of any outstanding options and/or any unvested to purchase shares of Company common the stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven held by the Employee; Section 12.1 (7b) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 19862005 Equity Incentive Plan, as amended (the “CodePlan”)), subject notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the terms occurrence of the applicable plan closing of the transaction resulting in the Change in Control, with any acceleration and award agreement; exercise subject to, and conditional upon, the actual closing of such transaction.” (iiiiv) The Employee shall be entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and conditions of such options). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Executive’s existing group health insurance coverage. If not so permitted, the Company shall reimburse Employee the Executive for monthly any health insurance premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company by the Executive for continued group health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse coverage. Such health insurance coverage or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans reimbursement of premiums shall continue until the earlier of: of (1i) a date one twelve (112) year months after the date health care coverage is lost as an employee; of the Executive’s Involuntary Termination or (2ii) a the date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsExecutive commences New Employment.

Involuntary Termination. If In the event of the Involuntary Termination of the Employee’s employment is terminated , if the Employee has offered to continue to provide services as contemplated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)this Agreement, and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”)offer has been declined, then, in addition subject to Section 7(b) of this Agreement, the Accrued ObligationsCompany shall, Employee shall receive: as liquidated damages: (i) during the remaining term of this Agreement following the Date of Termination (the "Remaining Term"), (A) pay to the Employee in cash monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee for the two full fiscal years preceding the Date of Termination, PROVIDED THAT such payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Section 5(c) and Section 5(d) of this Agreement; (ii) within 30 days following the date on which the term of this Agreement expires (the "Expiration Date"), pay to the Employee in a lump sum payment of one (1) year of Base Salary plus in cash an amount equal to the average excess of (A) the present value of the two (2) prior years’ bonuses, aggregate benefits to which shall he would be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued entitled under any stock option and stock incentive all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or otherwise will immediately vest the Bank or under which he was covered on the Effective Date as if he were 100% vested thereunder, had continued to be employed by the Company and become exercisable the Bank during the Remaining Term and will remain exercisable for a had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof, over (B) the present value of seven the benefits to which he is actually entitled under such plans as of the Expiration Date; (7iii) years within 30 days following the date Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of Employee’s Separation the employer contributions to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Company or the Bank or under which he was covered on the Effective Date as if he were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof and assuming that he had made during such period the maximum amount of employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (except with respect iv) during the Remaining Term, the Company shall provide the Health Benefits to any options granted pursuant the Employee on the same terms as if he had continued to be employed under this Agreement; and (v) following the expiration of the Remaining Term, the Company shall make the Health Benefits available to the Employee on the same terms as if he had continued to be employed under this Agreement, PROVIDED THAT the Employee reimburses the Company for the amount the Company pays to third parties that is attributable to the Health Benefits for the Employee and his spouse. For purposes of this Section 7, present value shall be determined by using the UP-1984 mortality table and the same discount rate as would apply to a plan intended to qualify determination of present value under Section 423 280G of the Internal Revenue Code of 1986, as amended (the “"Code”")), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If Employee’s employment is terminated by Notwithstanding anything herein to the contrary, the Company without Cause shall have the right, at any time upon notice to the Employee, to terminate the Employee's employment. If, during the Employment Period, the Company terminates the Employee's employment other than for reasons set forth in Sections 5(a) through 5(d) above, the Employee shall be deemed to have been "terminated involuntarily" (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” being referred to herein as defined in Treasury Regulation Section l.409A-l(h) an (“Separation”"involuntary termination") and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition shall pay to the Accrued Obligations, Employee shall receive: the following amounts: (i) to the extent not theretofore paid, the Company shall pay the Salary through the date of such involuntary termination as well as that portion of any bonus determined pursuant to Section 3(c)(ii) of this Agreement in respect of a lump sum payment prior calendar year which had been deferred; (ii) the Company shall pay the Employee on the date of one (1) year of Base Salary plus such involuntary termination an amount equal to two years of the average Salary, plus the amount of the bonus paid to the Employee pursuant to Section 3(c)(ii) of this Agreement on account of each of the two calendar years preceding the year in which such involuntary termination occurs; (2iii) prior years’ bonuseswith respect to the year in which such involuntary termination occurs, in the event that a bonus would have been payable to the Employee pursuant to Section 3(c)(ii) of this Agreement in respect of such year had this Agreement not been terminated, the Employee shall be entitled to receive a pro-rated amount of such bonus based on a fraction in which shall the numerator is the number of days in the calendar year in which this Agreement terminated that the Employee provided services to the Company and the denominator is 365, with such bonus payment to be paid in one cash lump sum within thirty paid as soon as practicable following delivery of audited financial statements for the year in which this Agreement is involuntarily terminated; and (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iiiiv) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from pay in one cash lump sum any vacation days accrued but unused as of the date that Employee (and, if applicable, of the Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions's involuntary termination.

Involuntary Termination. If Employee(i) Executive terminates his employment with the Company due to an Involuntary Termination or (ii) the Company terminates Executive’s employment is terminated by with the Company without Cause for (x) other than “Cause” (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined hereiny) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)(z) Disability, and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee Executive signs and does not revoke a general standard release of all claims and non-disparagement agreement with the Company, then Executive will be entitled to (x) receive continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in the form prescribed by the Company (effect, for a “Release”) and such Release becomes effective within thirty (30) days period of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of either one (1) year month from the date of Base Salary plus an amount equal such termination if such termination occurs prior to the average first six (6) months of the Effective Date; will be accumulated at a rate of two (2) prior years’ bonuses, which shall months every twelve (12) months of service after first six (6) months of service up to a total of eight (8)months to be paid periodically in accordance with the Company’s normal payroll policies; (y) subject to the provisions of Section 8 below. The Executive will be eligible for the number of months as described above based on the complete quarters of service. For example, should the termination occur on the thirteenth month of service the Executive will be eligible for one lump sum within thirty (301) days month of service after the Separation; first six (ii6) any unvested portion months plus two (2) months for each complete year of any outstanding options and/or any unvested shares service for the total of three (3) months. Also, Executive will have his Stock Option Grant vesting accelerated by one year. Continued payment by the Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest group health continuation coverage premiums for Executive and become exercisable and will remain exercisable for a period of seven (7) years following the date of EmployeeExecutive’s Separation (except with respect to any options granted pursuant to a plan intended to qualify eligible dependents under Section 423 Title X of the Internal Revenue Code Consolidated Budget Reconciliation Act of 19861985, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) as in effect through the lesser of (A) six (6) months from the effective date of such termination, (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans, or (C) the date Executive no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of the Code); provided, however, that Employee (andExecutive will be solely responsible for electing such coverage within the required time periods. Notwithstanding anything to the contrary in this Agreement, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until stock is publicly-traded on an established securities market on the earlier of: date of Executive’s termination, any cash severance payments otherwise due to Executive pursuant to this Section 7(a) on or within the six-month period following Executive’s termination will accrue during such six-month period and will become payable in a lump sum payment on the date six (16) a date months and one (1) year after day following the date health care coverage is lost of Executive’s termination if the Company reasonably determines that the imposition of additional tax under Section 409A of the Code will apply to an earlier payment of such cash severance payments. All subsequent payments will be payable as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsprovided in this section.

Involuntary Termination. If EmployeeIn the event the Executive’s employment is terminated by the Company without Cause under circumstances constituting an Involuntary Termination (as defined hereinother than a CIC Involuntary Termination), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition Executive shall be entitled to the Accrued Obligations, Employee shall receive: : (i) within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, a lump sum payment of one in cash equal to [ONE AND A HALF TIMES (11.5X)][ONE TIMES (1X)][SEVENTY FIVE PERCENT (75%) year of OF] the Executive’s annual Base Salary plus as of the Date of Termination; and (iii) for twelve (12) months after the Date of Termination, continuation of the Benefits in which the Executive was enrolled as of the Date of Termination (subject to any changes to Benefits as are applied to similarly-situated active employees), with the full premium cost for such coverage to be borne by the Company; provided, however, that if the Executive commences employment with another employer during such twelve (12) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; and (iv) within fifteen (15) calendar days after the period for revocation of the release has elapsed, a lump sum payment in an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect employer contributions to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health retirement plans until on behalf of the earlier of: Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (112) a date one months after the Date of Termination, assuming for this purpose that (1A) all benefits under any such retirement plans were fully vested, (B) the Executive’s compensation during such twelve (12) months was the same as it had been immediately prior to the Date of Termination, and (C) the Executive would have made contributions at the level necessary to receive the maximum matching contribution provided under such plans; and (iv) reimbursement, up to [$15,000][$4,870], for outplacement services reasonably selected by the Executive incurred by the end of the second calendar year after termination of employment such reimbursement to occur by the date health care coverage is lost as an employee; or (2) a date on which end of the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsfollowing calendar year.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company's obligations under this Section 7. In the event of the Involuntary Termination of the Employee’s employment is terminated , if the Employee has offered to continue to provide the services contemplated by and on the terms provided in this Agreement and such offer has been declined, then the Company without Cause shall, during the portion of the term of this Agreement remaining following the Date of Termination (as defined hereinthe "Liquidated Damage Period"), including a termination by means as damages for breach of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receivecontract: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal pay to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans Employee monthly one-twelfth of the Company or otherwise will Salary at the annual rate in effect immediately vest prior to the Date of Termination and become exercisable one-twelfth of the average annual amount of cash bonus and will remain exercisable cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Company and the Bank for a period the two full fiscal years preceding the Date of seven (7) years Termination, with such payments to commence as of the first business day of the month following the date of the Involuntary Termination, except as otherwise set forth below or in Section 7(c) below, (ii) provide Health Insurance Benefits to each Covered Person until the expiration of the remaining term of this Agreement or such Covered Person's death, whichever first occurs, and (iii) provide Other Insurance Benefits until the expiration of the remaining term of this Agreement or the Employee’s 's death, whichever first occurs. If the Employee is a "Specified Employee" (as defined in Section 409A) at the time of his Separation from Service, then any payments under this Section 7(a) which are not covered by the separation pay plan exemption from Section 409A set forth in Treasury Regulation §1.409A-1(b)(9)(iii), and as such constitute deferred compensation under Section 409A, shall not be paid until the first business day of the later of (A) the seventh month following the Employee's Separation from Service, or (B) the nineteenth month following the Effective Date, except that if the Employee dies beforehand, the payments made be made on the first business day following the date of his death (the "Delayed Distribution Date"). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with respect to any options granted the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary Separation from Service as herein defined pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”separation pay plan)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If EmployeeExecutive’s employment is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, ) or if Employee Executive resigns from EmployeeExecutive’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of EmployeeExecutive’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h1.409A-1(h) (“Separation”) and Employee Executive signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty fifty-five (3055) days of EmployeeExecutive’s Separation (the “Deadline”), then, subject to Section 7(f) below and in addition to the Accrued Obligations, Employee Executive shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonusesyears of Base Salary, which shall be paid in one lump sum twenty-four (24) equal monthly installments, commencing on the Company’s first normal payroll date that occurs on or after the Deadline (and in all events within thirty sixty (3060) days after the Separation); (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven two (72) years following the date of EmployeeExecutive’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee Executive for monthly premiums paid to continue EmployeeExecutive’s (and, if applicable, EmployeeExecutive’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for two (2) years from the date that Employee Executive (and, if applicable, EmployeeExecutive’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one two (12) year years after the date health care coverage is lost as an employee; or (2) a date on which the Employee Executive is covered under the medical plan of another employer, which does not exclude pre-existing conditions; and (iv) the Company shall continue to pay premiums to maintain any life insurance for Executive, existing and paid for by the Company as of the date of Executive’s Separation, for two (2) years following Executive’s Separation, which payments shall be made on each regularly scheduled due date for such payments beginning with the first regularly scheduled due date that occurs on or after the Deadline (with any payments due prior to such time being made on such date).

Involuntary Termination. If Employeeat any time (1) the Company terminates Executive’s employment is terminated by the Company without Cause (as defined hereinbelow and other than as a result of Executive’s death or disability), including a termination by means of a Non-Extension Notice, or if Employee (2) Executive resigns from Employee’s employment with the Company for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disabilitybelow), and provided that in any case such termination or resignation constitutes a “separation from service” ”, as defined in under Treasury Regulation Section l.409A-l(h1.409A-1(h)) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “ReleaseSeparation from Service”) and (such Release becomes effective within thirty termination described in (301) days of Employee’s Separation or (the 2), an “DeadlineInvoluntary Termination”), thenExecutive shall be entitled to receive the following severance benefits, subject in addition all events to the Accrued Obligations, Employee shall receive: Executive’s compliance with Section 11.4 below: (i) Executive shall receive a lump severance payment equal to the sum payment of one (1) year six (6) months of Executive’s Base Salary in effect on the effective date of Executive’s Involuntary Termination (ignoring any decrease that forms the basis for Executive’s resignation for Good Reason, if applicable) plus an amount equal to the average of the two (2) prior years’ bonusesthe greater of Executive’s (x) Annual Bonus for the calendar year preceding the calendar year in which the Involuntary Termination occurs or (y) target Annual Bonus for the year of Involuntary Termination, which shall be paid in one a lump sum within thirty on the thirtieth (3030th) days after the Separation; day following Executive’s Involuntary Termination. (ii) any unvested portion Executive shall receive an Annual Bonus for the year in which the Involuntary Termination occurs, determined based on actual results for such year and pro rated for the period of any outstanding options and/or any unvested shares of time during such year in which Executive provided services to the Company common stock that have been issued under any stock option and stock incentive plans prior to his Involuntary Termination, which shall be paid in a lump sum in accordance with Company practice for payment of the Company Annual Bonus, which shall in any event be on or otherwise will immediately vest and become exercisable and will remain exercisable for a period before March 15 of seven (7) years the year following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of year in which the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; Involuntary Termination occurs. (iii) the Company shall reimburse Employee If Executive is eligible for monthly premiums paid and timely elects to continue EmployeeExecutive’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) from following Executive’s Involuntary Termination, the Company will pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (A) the end of the six (6)-month period following Executive’s Involuntary Termination, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month in the six (6)-month period following Executive’s Involuntary Termination, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the six (6)-month period following Executive’s Involuntary Termination or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (iv) The vesting and exercisability of all outstanding stock options, restricted stock units, performance stock units or other equity awards to purchase the Company’s common stock (the “Equity Awards”) that are held by Executive as of immediately prior to the Involuntary Termination and subject to time-based vesting, shall be accelerated as if Executive had completed an additional twelve (12) months of service with the Company as of the date of such Involuntary Termination. With respect to Equity Awards subject to vesting or vesting acceleration based on specified performance goals, such awards shall remain eligible to vest pursuant to their terms for the twelve (12) months following Executive’s Involuntary Termination, provided that. In addition, with respect to stock options, Executive shall receive an extension of the period of time following which Executive may exercise vested shares subject to Executive’s stock options to purchase Company common stock that are outstanding immediately prior to Executive’s Involuntary Termination until the date that Employee is the earlier of (andi) the original Expiration Date (as defined in the respective option agreements for such options) and (ii) twelve (12) months following the date of Involuntary Termination. This subsection shall supersede the terms of any individual Equity Award agreements between Executive and the Company, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee except to the extent any such individual Equity Award agreement provides more favorable treatment of such awards for Executive under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionscircumstances described herein.

Involuntary Termination. If EmployeeExecutive’s employment is terminated by with the Company without Cause terminates as a result of “Constructive Termination” (as defined herein) or other than voluntarily or for “Cause” (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee Executive signs and does not revoke a general standard release of all claims in with the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”)Company, then, in addition subject to the Accrued Obligationsfollowing sentence and Section 10, Employee Executive shall receive: be entitled to receive (i) continuing payments of severance pay (less applicable withholding taxes) at a lump sum payment of one (1) year of rate equal to Executive’s Base Salary plus rate, as then in effect, for a period of twelve (12) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies; (ii) an amount equal to the average aggregate of the two bonus amounts earned by and paid to Executive for the four (24) fiscal quarters prior years’ bonusesto the date upon which Executive’s employment with the Company terminates (less applicable withholding taxes) and (iii) 25% of the shares subject to the Initial Option shall vest and become exercisable at such time (thereafter, which the Initial Option will continue to be subject to the terms, definitions and provisions of the Option Plan and the appropriate Option Agreement). If (a) Executive’s employment with the Company terminates as a result of “Constructive Termination” (as defined herein) or other than voluntarily or for “Cause” (as defined herein), (b) Executive signs and does not revoke a standard release of claims with the Company, (c) the Company materially changes the nature of its business such that the primary focus of the Company is no longer the buying and selling of telecommunications equipment (other than material changes approved by Executive), and (d) Executive shall have been employed at the Company for a minimum of twenty-four (24) months, then, subject to Section 10, Executive shall be entitled to receive, in lieu of the severance amounts and accelerated vesting described in the preceding sentence, (i) continuing payments of severance pay (less applicable withholding taxes) at a rate equal to Executive’s Base Salary rate, as then in effect, for a period of eighteen (18) months from the date of such termination, to be paid periodically in one lump sum within thirty (30) days after accordance with the SeparationCompany’s normal payroll policies; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans an amount equal to the aggregate of the bonus amounts earned by and paid to Executive for the six (6) fiscal quarters prior to the date upon which Executive’s employment with the Company or otherwise will immediately terminates (less applicable withholding taxes) and (iii) 37.5% of the shares subject to the Initial Option shall vest and become exercisable at such time (thereafter, the Initial Option will continue to be subject to the terms, definitions and will remain exercisable for a period provisions of seven (7) years following the date of Employee’s Separation (except with respect Option Plan and the appropriate Option Agreement). In no event shall Executive be entitled to any options granted pursuant bonus amounts under the Incentive Plan for the period in which Executive’s employment with the Company terminates. Additionally, the Company shall waive the cost for the Executive to a plan intended continue Executive’s group medical coverage with the Company should Executive decide to qualify under Section 423 exercise Executive’s right to do so in accordance with Title X of the Internal Revenue Code Consolidated Budget Reconciliation Act of 19861985, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). Such waiver of cost shall cease upon the earlier of twelve (12) months from the effective date that Employee (and, if applicable, Employee’s eligible spouse of such coverage or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on in which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsExecutive obtains equivalent coverage elsewhere.

Involuntary Termination. If Employee’s employment Employee is terminated by the Company without Cause reason of an Involuntary Termination (as defined hereinother than a Termination for Cause), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition will be entitled to the Accrued Obligationsseverance and welfare benefits described below in this Section 10.A., Employee shall receive: as follows: (i) the Company will make a lump sum severance payment of one (1) year of Base Salary plus to Employee in an aggregate amount equal to the average sum of twelve (12) months of the two Employee’s then-current annual rate of base salary spread in installments over the Company’s payroll schedule over a twelve (212) month period following the date of Employee’s Involuntary Termination; provided, however, that in no event will the amounts described in this Section 10.A.i. be paid later than the last day of the second taxable year of the Company following the taxable year in which the Employee’s Involuntary Termination occurs, and provided, however, that, to the extent the amounts described in this Section 10.A.i. exceed the amount specified in Treasury Regulations Section 1.409A-1(b)(9)(iii)(A), such excess will be paid no later than the 15th day of the third calendar month following the end of the Company’s taxable year in which Employee’s Involuntary Termination occurs; and (ii) subject to the conditions set forth in this Section 10.A.ii., the Company will make a payment to Employee equal to the incentive compensation bonus payable to Employee under the Company’s Incentive Compensation Plan or any bonus plan that has replaced such plan (the “ICP”) in respect of the year during which such Involuntary Termination occurred; provided, however, that such bonus amount (if any) shall: (a) be pro-rated through the date of Employee’s Involuntary Termination (e.g., if the date of Involuntary Termination is June 30, the maximum amount payable under this Section would be 50% of the Employee’s incentive bonus otherwise payable under the ICP); (b) be calculated as if Employee achieved 100% performance of his individual goals (if any) under the ICP in the year of his Involuntary Termination; (c) be dependent and calculated based upon the Company’s achievement (if any) of its financial performance and/or other targets set forth for the ICP in the year of Employee’s Involuntary Termination; (d) be paid (if paid) in a lump sum at such time as the Company shall make payments to other eligible employees under the ICP as if Employee were still employed with the Company on the date of payment; provided, however, that in no event will the amounts in this Section 10.A.ii. be paid later than the 15th day of the third calendar month following the end of the Company’s taxable year in which Employee’s Involuntary Termination occurs. Notwithstanding the foregoing and for the avoidance of doubt, no payment shall be made to Employee under this Section 10.A.ii. if the Company fails to meet the minimum financial performance and/or other targets under the ICP in the year during which Employee is Involuntarily Terminated. (iii) for a period of twelve (12) months, the Company shall provide Employee (and Employee’s dependents, as applicable) with the same health benefits to which Employee (and Employee’s dependents, as applicable) was entitled as an employee immediately before the Involuntary Termination. To the maximum extent permitted by applicable law, the benefits provided under this Section 10.A.iii. shall be in discharge of any obligations of the Company or any rights of Employee under the benefit continuation provisions under Section 4980A of the Code and Part VI of Title I of ERISA (“COBRA”) or any other legislation of similar import. Notwithstanding the foregoing, nothing in this Section 10.A.iii. shall be construed to guarantee Employee life insurance or disability insurance after the date of Involuntary Termination. (iv) the Company shall provide Employee with the rights and benefits, if any, provided him under the plans and programs of the Company in which Employee was participating immediately before the Involuntary Termination, as determined in accordance with the applicable terms and provisions of such plans and programs of the Company, including, but not limited to, terms relating to the payment of benefits to plan participants following the termination of their employment. (v) the Company shall pay Employee any earned, but unpaid, bonus in respect of the ICP for the year prior years’ bonusesto the year of the Involuntary Termination, which shall be paid in one lump sum within thirty (30) days after accordance with the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option terms and stock incentive plans provisions of the Company or otherwise will immediately vest ICP and become exercisable and will remain exercisable for a period of seven (7) years following the date in respect of Employee’s Separation performance of his individual goals (except with respect to any options granted pursuant to a plan intended to qualify if any) under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionssuch ICP.

Involuntary Termination. If EmployeeSubject to Section 7 above, if Executive’s employment is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), an Involuntary Termination and provided that such termination also constitutes a “separation from service” as defined in Treasury Regulation within the meaning of Section l.409A-l(h409A of the Code, then Executive shall be entitled to the following: (i) For a period of twelve (“Separation”12) and Employee signs and does not revoke a general release of all claims in months after the form prescribed by Termination Date, the Company (a “Release”) will pay an amount equal to Executive’s total Target Compensation in equal installments over such 12 months in accordance with the Company’s normal payroll practices and such Release becomes effective within procedures and subject to all applicable deductions and withholdings. Such payments shall commence on the first payroll date that occurs thirty (30) days or more after the Termination Date. Solely for purposes of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average Section 409A of the two (2) prior years’ bonusesCode, which shall be paid in one lump sum within thirty (30) days after the Separation; each installment payment is considered a separate payment. (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for For a period of seven twelve (712) years following months after the date of EmployeeTermination Date, the Company shall be obligated to provide Executive with benefits that are substantially equivalent to Executive’s Separation benefits (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986medical, as amended (the “Code”))dental, subject vision and life insurance) that were in effect immediately prior to the terms of the applicable plan and award agreement; Involuntary Termination. (iii) All unvested stock options held by Executive which were granted prior to the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee Termination Date under the Company’s health stock option or equity incentive plans until which would otherwise vest and become fully exercisable during the earlier of: twelve month period following the Termination Date shall instead accelerate and become fully exercisable as of the Termination Date. (1iv) All shares of restricted equity held by Executive which were granted prior to the Termination Date under the Company’s stock option or equity incentive plans which would otherwise become nonforfeitable and not subject to any restrictions during the twelve month period following the Termination Date shall instead become nonforfeitable and not subject to any restrictions as of the Termination Date. (v) Notwithstanding the foregoing, in the event of an Involuntary Termination within the twelve months immediately following the Commencement Date, the references to “twelve (12)” in Sections 8(b)(i)-(iv) inclusive shall be replaced with “twenty-four (24).” Anything in this Agreement to the contrary notwithstanding, if, during the Employment Period, the Company shall maintain a date one (1severance plan then applicable to members of the Company’s Executive Committee providing severance benefits greater than those provided in this Section 8(b) year after with respect to an Involuntary Termination, then Executive shall be entitled to such greater severance benefits; provided, however, that this clause shall not apply to any executive separation agreements between the Company and members of the Company’s Executive Committee in effect as of the date health care coverage of this Agreement. (vi) Anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service (within the meaning of Section 409A of the Code), Executive is lost considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as an employee; a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (A) six months after Executive’s “separation from service” (within the meaning of Section 409A of the Code), (B) Executive’s death, or (2C) such other date as will cause such payment not to be subject to such interest and additional tax. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a date on which catch-up payment covering amounts that would otherwise have been paid during the Employee is covered under six-month period but for the medical plan application of another employerthis provision, which does not exclude pre-existing conditionsand the balance of the installments shall be payable in accordance with their original schedule. The parties agree that this Agreement may be amended, as reasonably requested by either party and as may be necessary to comply fully with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

Involuntary Termination. If Notwithstanding the vesting schedule provided in paragraph (a), upon the involuntary termination of the Employee’s 's employment is terminated by with the Company without Employer, other than for Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”below) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition due to the Accrued Obligations, Employee shall receive: (i) a lump sum payment reorganization or reduction in force for which the Employee would be eligible for pay under the Kinder M▇▇▇▇▇, ▇▇▇. ▇everanc▇ ▇▇▇▇, ▇r (ii) a termination where the Employer agrees to vest the unvested Restricted Stock Units as full or partial consideration for the Employee’s satisfaction of one the requirements under Section 2(g), or (1iii) year a sale, transfer or discontinuation of Base Salary plus an amount equal any part of the operations or any business unit of the Employer, 100% of the unvested Restricted Stock Units shall vest [as of the date of such termination of the Employee's employment], provided that the Employee satisfies the requirements of Section 2(g)[.] [; and provided, further, that the Performance Goals set forth in Exhibit I are achieved, either (i) prior to the average date of such termination (with the Committee having certified such achievement), in which case vesting shall occur as of the two date of such termination, or (2ii) after the date of such termination and prior years’ bonusesto the end of the applicable Performance Period, in which case vesting shall occur as of the date the Committee certifies such achievement. If the Performance Goals set forth in Exhibit I are not achieved prior to the end of the applicable Performance Period, the Employee's unvested Restricted Stock Units shall be paid in one lump sum within thirty automatically forfeited, and neither the Company nor any Affiliate shall have any further obligations to the Employee under this Agreement.] For purposes of this Agreement, “Cause” is defined as the Employee’s (30i) days after grand jury indictment or prosecutorial information charging the SeparationEmployee with illegal or fraudulent acts; (ii) any unvested portion conviction of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans a crime which, in the opinion of the Company Employer, would adversely affect the Employer’s reputation or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreementbusiness; (iii) willful refusal, without proper legal or medical cause, to perform the Company shall reimburse Employee for monthly premiums paid to continue Employee’s duties and responsibilities; (and, if applicable, Employee’s eligible spouse or domestic partner and dependentsiv) Company health insurance under willfully engaging in conduct that the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from Employee has reason to know is injurious to the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employeeEmployer; or (2v) a date on which willful and material violation of any of the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsEmployer’s written policies and procedures.

Involuntary Termination. If Employee’s employment is terminated by (i) If, prior to the expiration of the Term, the Company without terminates the Employee's employment for any reason other than Disability or Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s his employment hereunder for Good Reason (collectively hereinafter referred to as defined hereinan "INVOLUNTARY TERMINATION"), the Company shall pay to the Employee his Salary and accrued Bonus up to and including the date of such Involuntary Termination, as well as any unreimbursed expenses. In addition, the Company shall continue to pay to the Employee as severance (the "SEVERANCE PAYMENTS") in accordance with the Company's normal payroll practices, his Salary, at the rate in effect immediately prior to such Involuntary Termination, plus his maximum Bonus as described in Section 3(b), in each case for the greater of one year or the remainder of the Term. (ii) In the event of the Employee's Involuntary Termination, the Employee shall continue to participate on the same terms and conditions as are in effect immediately prior to such termination or resignation in the Company's health and medical plans provided to the Employee pursuant to Section 3(e) above at the time of such Involuntary Termination for purposes a period equal to the greater of clarity(x) one year following the Involuntary Termination or (y) the remainder of the Term (the "CONTINUATION PERIOD"); PROVIDED, a termination without Cause HOWEVER, that the Company shall have no obligation to continue to maintain during the Continuation Period any plan or for Good Reason does not include a termination that occurs program solely as a result of Employee’s death or disability)the provisions of this Agreement, and provided that such termination constitutes a “separation from service” as defined but this obligation shall apply in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion respect of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; substitute plan. (iii) In addition, in the Company shall reimburse Employee for monthly premiums paid event of the Employee's Involuntary Termination, all of the Employee's then-outstanding options to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under purchase shares of the Company’s health plans until 's common stock shall continue to vest for the earlier of: longer of (1A) a date one (1) year after the date health care coverage is lost as an employee; remainder of the Term or (2B) a date twelve months; PROVIDED, HOWEVER, that to the extent that any such option vests on which an annual basis, the Employee is covered under shall also be vested as to pro-rata portion of the medical plan next tranche through the longer of another employer, which does not exclude pre-existing conditions(A) the remainder of the term or (B) twelve months. The Employee shall be entitled to retain the vested portion of his options as of he remained an Employee until such options otherwise expire in accordance with their terms.

Involuntary Termination. If In the event of an Involuntary Termination, subject to (i) Employee’s employment is terminated by the Company without Cause (as defined herein)execution, including a termination by means delivery and non-revocation of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all known and unknown claims in favor of the Company and other listed released parties, in the form prescribed by the Company attached hereto as Exhibit A (a “Release”) and such Release becomes effective within thirty sixty (3060) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation Involuntary Termination, (except ii) Employee’s prompt resignation from the Board, and (iii) Employee’s continued compliance with the Employee Proprietary Information and Inventions Agreement between the Company and Employee (the “Proprietary Information Agreement”) and any restrictive covenant agreements with the Company or any of its affiliates, Employee shall be entitled to receive the following severance benefits: (i) cash severance equal to the sum of (A) twenty-four (24) months of Employee’s then-current Base Salary (ignoring any reduction in Base Salary that forms the basis for a resignation for Good Reason) and (B) 200% of Employee’s Annual Target Bonus for the year of termination, which amount shall be payable, subject to applicable tax withholdings and Section 10(m), in one lump sum on the first payroll date to occur after the sixtieth (60th) day following the date of Employee’s Involuntary Termination; (ii) all outstanding equity awards (including but not limited to stock options and restricted stock awards) (A) subject to time-based vesting criteria granted to Employee under the Company’s 2011 Equity Incentive Plan (the “Equity Plan”), and (B) that are held by Employee as of the date of Employee’s Involuntary Termination, shall automatically accelerate and fully vest, effective as of the date of such Involuntary Termination; (iii) with respect to any options each option award granted pursuant to a plan intended to qualify Employee under Section 423 the Equity Plan that is vested as of the Internal Revenue Code date of 1986Employee’s Involuntary Termination, Employee shall have until the earlier of (A) the third anniversary of the date of Employee’s Involuntary Termination and (B) the original term of the vested option (subject to earlier termination in the event of a Corporate Transaction (as amended defined in the Equity Plan) as may be provided under the Equity Plan) to exercise Employee’s vested options. For the sake of clarity, in no event will any vested option be exercisable beyond its original full term; and (iv) if Employee is participating in the Company’s employee group health insurance plans on the effective date of termination, and timely elects continued coverage under federal COBRA continuation laws, or, if applicable, state or local insurance laws (collectively, “CodeCOBRA”), the Company shall, subject to Section 10(m), pay to Employee, on the first payroll date to occur after the sixtieth (60th) day following the date of Employee’s Involuntary Termination, a cash payment equal to the applicable COBRA premiums for the first month of Employee’s COBRA coverage (including premiums for Employee and his eligible dependents who have elected COBRA coverage) multiplied by twenty-four (24), subject to applicable tax withholdings (such amount, the terms “Involuntary Termination Lump Sum COBRA Cash Payment”). Employee may, but is not obligated to, use such Involuntary Termination Lump Sum COBRA Cash Payment toward the cost of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsCOBRA premiums.

Involuntary Termination. If the Employee’s employment is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” Involuntary Termination (as defined in Treasury Regulation Section l.409A-l(h3(b) below) on or prior to the one year anniversary of the Effective Date, then the Employee shall be entitled to receive the following: (“Separation”i) the compensation, accrued but unused vacation and Employee signs and does not revoke a general release of all claims in the form prescribed benefits earned by the Company Employee through the date of the Employee’s termination of employment; (ii) a “Release”lump sum severance payment equal to twelve (12) and such Release becomes effective months of salary determined on the basis of the Employee’s annual base salary rate in effect immediately prior to the Employee’s Involuntary Termination, payable within thirty (30) days following the date the Employee executes the release described in Section 2(e) (or on the date of the Employee’s Separation termination of employment, if later); (the “Deadline”), then, in addition iii) to the Accrued Obligations, extent the Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal holds any options to the average purchase shares of the two Company’s capital stock which are not vested as of the date of such termination, then the vesting and exercisability of each outstanding option shall accelerate with respect to one hundred percent (2100%) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after of the Separation; (ii) any unvested portion of any outstanding options and/or any then unvested shares of Company common stock that have been issued under any stock option and stock incentive plans as of the Company or otherwise will immediately vest and become exercisable and will remain exercisable date of such termination; (iv) for a period of seven up to twelve (712) years following the date of Employee’s Separation (except with respect to months after any options granted pursuant to a plan intended to qualify termination under this Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)2(a), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse the Employee for monthly any COBRA premiums paid to continue by the Employee for continued group health insurance coverage (the “Employment Benefits”). If the Employee’s (and, if applicable, medical coverage immediately prior to the date of termination of employment included the Employee’s eligible spouse or domestic partner and dependents, the Company paid COBRA premiums shall include premiums for such dependents. Such Employment Benefits shall terminate upon the earlier of (A) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act twelve (“COBRA”12) months from the date that of the Employee’s termination, or (B) upon commencement of new employment by the Employee. (v) the Employee (andshall be entitled to receive the laptop or other portable computer device used by the Employee, if applicableany, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after of the date health care coverage is lost as an employeeof termination; or (2) a date on which provided, the Employee is covered under first delivers such device to the medical plan Company for removal of another employer, which does not exclude pre-existing conditionsall Company proprietary information.

Involuntary Termination. If The Board of Directors may terminate the Employee’s 's employment is terminated at any time, but, except in the case of Termination for Cause or termination due to disability or death, termination of employment prior to the expiration of the term of this Agreement shall entitle Employee to severance compensation in accordance with the provisions of this Section 7(a). In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company and the Bank jointly shall, in the case of an Involuntary Termination described in Section 1(g)(i) (i.e., at the direction of the Company or the Bank) or, in the case of an Involuntary Termination described in Section 1(g)(ii) (i.e., by action of the Employee), for a twelve (12) month period commencing on the Date of Termination, (i) pay to the Employee the Salary at the rate in effect immediately prior to the Date of Termination, payable in such manner and at such times as the Salary would have been payable to the Employee under Section 4(a) if the Employee had continued to be employed by the Company without Cause and the Bank, and (ii) provide to the Employee substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, on terms substantially as defined herein)favorable to the Employee, including a termination by means amounts of a Non-Extension Noticecoverage and deductibles and other costs to him, or as if Employee resigns from Employee’s employment for Good Reason (as defined hereinhe had not suffered Involuntary Termination. Notwithstanding the foregoing, to the extent the taxable payments under this Section 7(a) would be considered deferred compensation (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disabilitySection 409A), and provided that such termination constitutes the Employee is considered a “specified employee” (as defined in Section 409A), then no deferred compensation shall be paid until the later of the 185th day following the Employee’s Separation from Service (and any deferred compensation the payment of which is delayed on account of the foregoing shall be paid on such date). The preceding sentence shall be applied by treating as much of the payment due under this Section 7(a) as “separation pay due to involuntary separation from service” as defined in (within the meaning of Treasury Regulation Section l.409A-l(h1.409A-1(b)(9)) (“SeparationSeparation Pay”) as is possible, so that such Separation Pay may be paid without regard to the preceding sentence, and Employee signs and does not revoke a general release treating the Separation Pay as paid prior to the deferred compensation, to the extent permitted by Section 409A. In addition, no payment shall be made under this Section 7(a) that would cause the Bank to be “undercapitalized” for purposes of all claims in Section 38(b) of the form prescribed by the Company Federal Deposit Insurance Act (a “ReleaseFDIA”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average or any successor provision. The failure of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable Board to renew this Agreement for a period Successor Two-Year Term shall not be treated for purposes of seven (7this Section 7(a) years following the date of Employee’s Separation (except with respect as giving rise to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsInvoluntary Termination.

Involuntary Termination. If EmployeeIn the event Executive’s employment is terminated by under circumstances constituting an Involuntary Termination, the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition Executive shall be entitled to the Accrued Obligations, Employee shall receive: : (i) a lump within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period for revocation of the release has elapsed, the amount in cash equal to the sum payment of (x) one (1) year of times the Executive’s annual Base Salary plus and (y) the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the period for revocation of the release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however, that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect contributions to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health retirement plans until on behalf of the earlier of: Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (112) a date one months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and that the Executive’s compensation during such twelve (112) months were the same as it had been immediately prior to the Date of Termination; and (v) reimbursement, up to $15,000, for outplacement services reasonably selected by the Executive incurred by the end of the second calendar year after termination of employment such reimbursement to occur by the date health care coverage is lost as an employee; or (2) a date on which end of the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsfollowing calendar year.

Involuntary Termination. If EmployeeIn the event of a termination of the Executive’s employment is terminated hereunder by the Company without Cause or by the Executive for Good Reason and, in either case, under circumstances constituting an Involuntary Separation from Service on or within 12 months following a Change of Control, the Company will pay the Executive a separation pay benefit (the “Change of Control Severance Payments”) equal to the amount of the Severance Payments payable pursuant to paragraph (ii) of Section 7.b hereof (i.e., twelve (12) months of the Executive’s annual rate of base salary (as defined hereinof the Executive’s Separation from Service date)), including payable over a termination by means twelve-month period as provided in Section 7.b(ii) hereof; provided, that if Parent sells or otherwise transfers all or substantially all of a Nonthe Company’s assets prior to the end of such twelve-Extension Noticemonth period, or if Employee resigns from Employee’s employment for Good Reason Parent is acquired (as defined hereinby merger, tender offer or otherwise) by a third-party acquirer prior to the end of such twelve-month period, then Parent (for or the surviving company) shall, within five business days following such change of control event, pay to the Executive, in a lump sum, the full amount of the remaining Change of Control Severance Payments. For purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disabilitythis Section 7.e(2), and provided that the Executive’s “annual rate of base salary” means such termination constitutes a “separation from service” rate as defined was in Treasury Regulation Section l.409A-l(heffect on the Commencement Date (i.e., $400,000). In addition, if COBRA continuation coverage under any Company (or successor) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by healthcare plan is elected, the Company (a “Release”or successor) and shall provide such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition coverage at no cost to the Accrued ObligationsExecutive for the period of the COBRA coverage or twelve months, Employee shall receive: (i) a lump sum whichever is shorter. The Executive will also be entitled to prompt payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (iiA) any unvested portion of accrued but unpaid salary, automobile allowance and vacation, (B) any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven earned but unpaid bonus (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986subject, as amended (the “Code”))if applicable, subject to the terms of the applicable plan any deferred compensation arrangements), and award agreement; (iiiC) the Company shall reimburse Employee for monthly premiums paid reimbursement of business expenses incurred prior to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee of termination.” (and, if applicable, Employee’s eligible spouse or domestic partner and dependentsd) lose health care coverage Section 7.e of the Employment Agreement is amended by adding the following as an employee under the Company’s health plans until the earlier of: a new subsection (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.3):

Involuntary Termination. If Employee’s employment is terminated by at any time during the term of this Agreement, other than following a Change in Control to which Section 6(c) applies, the Company terminates the employment of Executive involuntarily and without Cause (as defined herein), including Business Reasons or a termination by means of a Non-Extension NoticeConstructive Termination occurs, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days elects not to renew this Agreement upon the expiration of Employee’s Separation (the “Deadline”)Employment Term, then, in addition then Executive shall be entitled to receive the Accrued Obligations, Employee shall receivefollowing: (i) salary and PTO days accrued through the Termination Date, plus continued salary for a lump sum payment period of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonusesyears following the Termination Date (the "Severance Period"), which shall be paid payable in one lump sum within thirty (30) days after accordance with the Separation; Company's regular payroll schedule as in effect from time to time, (ii) any unvested unpaid bonus from the fiscal year prior to the fiscal year in which the Termination Date occurred, payable concurrently with the Company's payment of bonuses for that year to other Company executives, (iii) target bonus for the year in which the Termination Date occurs, target bonus for the next following fiscal year, and a pro rated portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans target bonus for the balance of the Severance Period (or, if the target bonus for a fiscal year within the Severance Period was not previously set, then such calculation shall be based on Executive's target bonus for the fiscal year in which the Termination Date occurred), payable concurrently with the Company's payment of bonuses for those years to other Company or otherwise will immediately vest executives (iv) continued vesting during the Severance Period of all outstanding stock options, TARPs and become other equity arrangements subject to vesting and held by Executive (and in this regard, all such options and other exercisable and will rights held by Executive shall remain exercisable for one year following the Severance Period), (v) (A) for two (2) years following the Termination Date (or until Executive obtains other employment, whichever first occurs), continuation of group health benefits at the Company's cost pursuant to the Company's standard programs as in effect from time to time (or at the Company's election substantially similar health benefits as in effect at the Termination Date, through a third party carrier) for Executive, her spouse and any children, and (B) thereafter, to the extent COBRA shall be applicable to the Company, continuation of health benefits for such persons at Executive's cost, for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, 18 months or such longer period as amended (the “Code”)), subject to the terms of the may be applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans 's policies then in effect, provided the Executive makes the appropriate election and payments, (vii) reasonable office support for one year following the Termination Date (or until Executive obtains other employment, whichever first occurs), and (viii) no other compensation, severance or other benefits, except only that this provision shall not limit any benefits otherwise available to Executive under Section 6(c) in the earlier of: (1) case of a date one (1) year after the date health care coverage is lost as an employee; or (2) termination following a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsChange in Control.

Involuntary Termination. If the Employee’s employment is terminated terminated(A) by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Noticeother than for Cause, or if (B) voluntarily by the Employee resigns for Good Reason, then the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s employment for Good Reason termination until the date three (3) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the termination date; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee’s “target bonus” (as defined herein) (for purposes of clarity, a the fiscal year in which the termination without Cause or occurs for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined each month in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition which severance payments are made to the Accrued Obligations, Employee shall receive: pursuant to subsection (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreementabove; (iii) the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company shall reimburse Employee (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for monthly premiums paid to continue Employee’s for continued health benefits for Employee (and, if applicable, Employee’s and any eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: of (1a) a date one the end of the Severance Period, payable when such premiums are due (1provided Employee validly elects to continue coverage under COBRA, or (b) year after the date health care coverage is lost as an employee; or (2) a date on upon which the Employee is and Employee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($20,000), to be provided within the medical plan Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company’s standard payroll practices. If termination occurs prior to the second anniversary of another employerthe Employee’s initial day of employment, which does not exclude pre-existing conditions.the monthly severance payments shall continue for twelve

Involuntary Termination. If EmployeeExecutive’s employment is terminated by with the Company without Cause terminates other than for “Cause” (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee Executive signs and does not revoke a general standard release of all claims in with the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”)Company, then, in addition subject to the Accrued ObligationsSection 11, Employee Executive shall receive: be entitled to (i) receive continuing payments of severance pay (less applicable withholding taxes) at a lump sum payment of one (1) year of rate equal to his Base Salary plus an amount rate, as then in effect, for a period equal to months, plus month for each months of employment, up to a maximum of month(s) from the average date of such Executive’s “separation from service” (as defined in Treas. Reg. 1.409A-1(h)) with the Company, to be paid periodically in accordance with the Company’s normal payroll policies and commencing with the latest payroll date that is also within seventy (70) days from the date of “separation from service” (with earlier commencement possible only if in compliance with Section 409A of the two (2) prior years’ bonusescode and with payments that would have been made on earlier payroll dates, which shall be but for this provision, cumulated and paid in one lump sum within thirty (30) days after the Separationon such payroll date); (ii) any unvested portion the immediate vesting and exercisability of any outstanding options and/or any unvested % of the shares subject to all of Executive’s stock awards covering shares of Company common stock that have been issued under any stock option Common Stock (whether currently outstanding or granted in following the Effective Date) outstanding on the date such release of claims becomes effective (the “Stock Awards”) and stock incentive plans (iii) continued payment by the Company of the Company or otherwise will immediately vest group health continuation coverage premiums for Executive and become exercisable and will remain exercisable for a period Executive’s eligible dependents under Title X of seven the Consolidated Budget Reconciliation Act of 1985, as amended (7“COBRA”) years following as in effect through the lesser of (x) months from the effective date of such termination, (y) the date of Employeeupon which Executive and Executive’s Separation eligible dependents become covered under similar plans, or (except with respect to any options granted pursuant to z) the date Executive no longer constitutes a plan intended to qualify under “Qualified Beneficiary” (as such term is defined in Section 423 4980B(g) of the Internal Revenue Code of 1986, as amended (the “Code”)); provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Compensation and benefits payable pursuant to this provision that are made from the date of “separation from service” with the Company through March 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Treas. Reg. 1.409A-2(b)(2) and thus payable pursuant to the “shot-term deferral” rule set forth in Treas. Reg. 1.409A-1(b)(4); payments made following such March 15th, are intended to constitute separate payments for purposes of Treas. Reg. 1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. 1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the terms distribution requirements of Section 409A(a)(2)(A) of the applicable plan and award agreement; (iiiCode, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, code that payments be delayed until six months after “separation from service” if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under Executive is a “specified employee” within the Consolidated Omnibus Budget Reconciliation Act (meaning of the aforesaid section of the Code at the time of such “COBRAseparation from service.”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If Employee’s employment is terminated by In the event of an Involuntary Termination other than an Involuntary Termination within the period set forth in Section 3(b) below, and subject to Employee executing a general release in favor of the Company, in a form acceptable to the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disabilitythe “Release”), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and allowing such Release becomes to become effective within thirty (30) not later than 60 days of following Employee’s Separation from Service, then Employee shall be entitled to receive the following severance benefits (the “DeadlineSeverance Benefits”), then, in addition to the Accrued Obligations, Employee shall receive: ): (i) a lump lump-sum cash severance payment equal to twelve (12) months of one (1) year of the Employee’s then-current Base Salary plus an amount equal to (ignoring any reduction in Base Salary that forms the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable basis for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)Resignation for Good Reason), subject to applicable tax withholdings, paid on the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue 60th day following Employee’s Separation from Service; (andii) if Employee is participating in the Company’s employee group health insurance plans on the effective date of termination, and timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state or local insurance laws, the Company shall pay to Employee, on the first day of each month, a cash payment equal to the applicable COBRA premiums for that month (including premiums for Employee and his eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for a number of months equal to the lesser of (i) the duration of the period in which Employee and his eligible dependents are eligible for and enrolled in such COBRA coverage (and not otherwise covered by another employer’s group health plan) and (ii) twelve (12) months. Employee may, but is not obligated to, use such Special Cash Payment toward the cost of COBRA premiums. On the 60th day following Employee’s Separation From Service, the Company will make the first payment to Employee under this Section 2(c)(ii), in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to Employee through such date had the Special Cash Payments commenced on the first day of the first month following the Separation From Service through such 60th day, with the balance of the Special Cash Payments paid thereafter on the schedule described above. In the event Employee becomes covered under another employer's group health plan or otherwise ceases to be eligible spouse or domestic partner for COBRA during the period provided in this Section 2(c)(ii), Employee must immediately notify the Company of such event and dependentsthe Company shall cease payment of the Special Cash Payments and shall have no further obligations under this Section 2(c)(ii); and (iii) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act an additional twelve (“COBRA”12) from the date that Employee (and, if applicable, months vesting of Employee’s eligible spouse or domestic partner and dependents) lose health care coverage then-outstanding stock options, effective as an employee under the Companyof Employee’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionstermination date.

Involuntary Termination. If Employee’s employment is terminated by the Company without Cause (as defined herein)Employee experiences an Involuntary Termination, including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation of employment shall be subject to the Bank's obligations under this Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release 6. In the event of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”)Involuntary Termination, then, in addition subject to Section 6(b) of this Agreement, the Accrued ObligationsBank shall, Employee shall receive: as liquidated damages (i) a lump sum payment during the remaining Term of one (1) year this Agreement, pay to the Employee monthly one-twelfth of the Base Salary plus an amount equal at the annual rate in effect immediately prior to the average Date of Termination and one-twelfth of the average annual amount of cash bonus of the Employee, based on the average amounts of cash bonus earned by the Employee for the two full fiscal years preceding the Date of Termination (2) prior years’ bonusesprovided that the actual cash bonus earned in each of the calendar years 2002, which 2003 and 2004 shall be paid in one lump sum within thirty (30) days after the Separationincreased by $100,000); (ii) any unvested provide the benefits set forth in Section 6(f) of this Agreement on the terms set forth therein provided that during the remaining Term of this Agreement, the Bank shall pay the same portion of any outstanding options and/or any unvested shares the cost of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify benefits under Section 423 6(f) as it would have paid if no termination of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreementemployment had occurred; (iii) provide that, notwithstanding the Company provisions of any other agreements or documents, stock options granted to the Employee as described in Section 4(c) shall reimburse Employee for monthly premiums paid be deemed to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner be fully vested and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from exercisable at the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner of such Involuntary Termination and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date shall remain exercisable for not less than one (1) year after the date health care coverage is lost as an employeeof such Involuntary Termination (or until the expiration of the stock options, if earlier); or (2iv) a date on which if the Employee is covered not fully vested under any other benefit plan or arrangement in which he is a participant as of the medical plan Date of another employerTermination (except for any tax-qualified "employee pension plan" as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, which does not exclude pre-existing conditionsas amended, including any "multiemployer plan" as defined in Section 3(37) of such Act but excluding any supplemental executive retirement plan), deem the Employee to be fully vested therein and the Bank shall guarantee that he shall receive benefits thereunder accordingly; (v) provide the Employee the opportunity to purchase the Key Man Policy for its then cash surrender value and transfer ownership of the Principal Policy to the Employee at no cost to him (i.e., with no obligation to pay the cash surrender value); and (vi) during the remaining Term of this Agreement, continue the group term life insurance (or, if the Bank is unable to provide such group term life insurance, the Employee shall be permitted to convert such coverage to an individual insurance policy) provided by the Bank at the same premium cost to the Employee and at the same coverage level as in effect immediately prior to the Involuntary Termination.

Involuntary Termination. If Employee(i) the Company involuntarily terminates Executive’s employment is terminated by the Company without Cause “Cause” (as defined herein), including but excluding a termination by means of a Non-Extension Notice, based on Executive’s death or if Employee resigns from Employee’s employment for Good Reason “Disability” (as defined herein); or (ii) (for purposes of clarity, Executive voluntarily terminates his employment with the Company due to a termination without Cause or for “Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from serviceTermination” (as defined in Treasury Regulation Section l.409A-l(hherein); and (iii) (“Separation”) and Employee Executive signs and does not revoke a general standard release of claims with the Company, then, subject to Section 9, Executive will be entitled to receive: (i) the “Severance Payments” (as defined herein); (ii) accelerated vesting (including, the lapse of restrictions) of the unvested shares of common stock subject to outstanding equity awards granted to Executive by the Company that vest based on the passage of time and continued service (the “Time-Based Awards”) in an amount equal to the greater of (A) the number of shares that would have vested under such Time-Based Awards had Executive remained employed an additional twelve (12) months from the termination date or (B) fifty percent (50%) of the unvested shares of common stock subject to the Time-Based Awards as of the date of Executive’s termination of employment; (iii) the immediate vesting of fifty percent (50%) of the unvested shares of common stock subject to outstanding equity awards granted to Executive by the Company that vest based on the achievement of performance objectives (the “Performance-Based Awards” and, together with the Time-Based Awards, the “Awards”); (iv) all claims in the form prescribed shares of common stock subject to outstanding stock options granted to Executive by the Company (a the “ReleaseOptions”) and such Release becomes effective within thirty which are vested as of the date of Executive’s termination of employment (30including pursuant to this Section 6(a)) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) will be exercisable for a lump sum payment period of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation such termination, provided, however, that in no event will this provision operate to extend an Option beyond the term/expiration date of such Option; and (except with respect to any options granted v) reimbursement for the cost of continued health plan coverage Executive timely elects pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and life insurance coverage for Executive and his dependents for a period of twelve (12) months from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionssuch termination of employment.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee’s employment is terminated , the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Company and any Consolidated Subsidiaries for the two full fiscal years preceding the Date of Termination; and (ii) maintain substantially the same hospitalization, medical, dental, prescription drug and other health benefits offered by the Company without Cause from time to time to its employees generally to comply with the continuation coverage requirements of Code Section 4980B(f) (i.e., “COBRA” coverage) for the benefit of the Employee and his eligible dependents who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination. No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined herein)in Section 409A) at the time of his Separation from Service, including a termination by means then payments under this Section 7(a) which are not considered paid on account of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “an involuntary separation from service” service (as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) 1.409A-1(b)(9)(iii)), and Employee signs and does as such constitute deferred compensation under Section 409A, shall not revoke a general release of all claims in be paid until the form prescribed by 185th day following the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation from Service, or his earlier death (the “DeadlineDelayed Distribution Date”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average . Any payments deferred on account of the two preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (2) prior years’ bonusesi.e., which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion are considered payable on account of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, an involuntary separation from service as amended (the “Code”herein defined herein)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If EmployeeExecutive’s employment with the Company is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs and other than as a result of Employee’s death or disability), and or Executive resigns for Good Reason, then provided that such termination constitutes a “separation from service” (as defined in under Treasury Regulation Section l.409A-l(h1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following “Severance Benefits”: (i) The Company shall pay a lump sum cash payment equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination (ignoring any reduction that results in Good Reason), subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in a lump sum on the sixtieth (60th) day following Executive’s Separation from Service, provided the Separation Agreement (as discussed below) has become effective. (ii) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“SeparationCOBRA Premiums”) and Employee signs and does not revoke a general release of all claims in through the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation period (the “DeadlineCOBRA Premium Period”), then, in addition ) starting on the Executive’s Separation from Service and ending on the earliest to the Accrued Obligations, Employee shall receiveoccur of: (i) a lump sum payment of one twelve (112) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separationmonths following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any unvested portion reason. If Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of any outstanding options and/or any unvested shares such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of Company common stock that have been issued under any stock option and stock incentive plans violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company or otherwise will immediately vest instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and become exercisable Executive’s eligible dependents who have elected and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the terms “Special Cash Payment”), for the remainder of the applicable plan and award agreementCOBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. If the Company pays the Special Cash Payments, no payment will be made prior the sixtieth (60th) day following the Separation from Service; on the sixtieth (60th) day following Executive’s Separation from Service, the Company will make the first payment to Executive under this paragraph, in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to Executive through such date had the Special Cash Payments commenced on the date otherwise determined under this paragraph, with the balance of the Special Cash Payments paid thereafter on the schedule described above. (iii) In addition to the Change in Control Accelerated Vesting (if applicable), as defined in that certain Employment Terms letter agreement between Executive and the Company shall reimburse Employee for monthly premiums paid of even date herewith, the Company will accelerate the vesting of each of Executive’s then outstanding equity compensation awards as to continue Employee’s the number of then-unvested shares subject to each such award that would have become vested, in the ordinary course, within the first twenty-four (and24) months following his Separation from Service, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from effective as of the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under of the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsSeparation from Service.

Involuntary Termination. If EmployeeIn the event that the Grantee ceases to provide Services as an Employee by reason of an Involuntary Termination, unless the Option has earlier terminated, the Option shall, immediately prior to such Involuntary Termination, vest and become exercisable with respect to 18.75% of the total number of Shares subject to this Option (or [ ] Shares), and the Option may be exercised, in accordance with paragraph (a) of Section 5, to the extent vested as of such Involuntary Termination (for clarity, after taking into account the foregoing acceleration provision of this paragraph (e)), provided such exercise occurs by the close of business on the last calendar day of the 9th full calendar month following the date of such Involuntary Termination. For purposes of this Agreement, “Involuntary Termination” shall mean: (i) without Grantee’s express written consent, a material reduction or alteration of Grantee’s duties, position or responsibilities relative to Grantee’s duties, position or responsibilities in effect immediately prior to such reduction or alteration, or Grantee’s removal from such position, duties or responsibilities; (ii) without Grantee’s express written consent, a material reduction by the Company of Grantee’s base salary as in effect immediately prior to such reduction; (iii) without Grantee’s express written consent, the relocation of Grantee’s principal place of employment with the Company by more than fifty (50) miles; (iv) any termination of Grantee’s employment is terminated by the Company without Cause (as defined herein), including Cause. Except in the case of a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed Grantee by the Company (a without Cause, an “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (Involuntary Termination” shall not be deemed to occur until the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average Company has received written notice from Grantee of the two (2) prior years’ bonuses, which shall be paid in one lump sum within occurrence of an Involuntary Termination and had thirty (30) days after the Separation; (ii) any unvested portion Company’s receipt of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company such notice to cure or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended remedy such Involuntary Termination (the “CodeRemedy Period”)). Any such notice provided by Grantee shall indicate the specific termination provision relied upon, subject shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the effective date of your “separation from service” within the meaning of Section 409A of the Code. In order to be effective, a resignation for Involuntary Termination must occur within ten (10) business days after the end of the Remedy Period in which the Company failed to cure or remedy the Involuntary Termination and Grantee must have provided the foregoing written notice of the occurrence of an Involuntary Termination event to the terms Company within ninety (90) days of Grantee’s awareness of the initial existence of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsInvoluntary Termination event.

Involuntary Termination. If Employee’s employment is terminated by the Company without Cause (as defined herein)Employee experiences an Involuntary Termination, including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” of employment shall be subject to the Company's obligations under this Section 7. In the event of the Involuntary Termination of the Employee, if the Employee has offered to continue to provide services as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed contemplated by the Company (a “Release”) this Agreement and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”)offer has been declined, then, in addition subject to Section 7(b) of this Agreement, the Accrued ObligationsCompany shall, Employee shall receive: as liquidated damages (i) a lump sum payment during the remaining term of one (1) year of Base Salary plus an amount equal this Agreement, pay to the average Employee monthly one- twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee for the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after full fiscal years preceding the SeparationDate of Termination; (ii) any unvested portion during the remaining term of any outstanding options and/or any unvested shares this Agreement, maintain substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of Company common stock that the Employee and his dependents and beneficiaries who would have been issued under any stock option eligible for such benefits if the Employee had not suffered Involuntary Termination and stock incentive plans on terms substantially as favorable to the Employee including amounts of the Company or otherwise will coverage and deductibles and other costs to him in effect immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect prior to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended such Involuntary Termination (the “Code”)"Employee's Health Coverage"), subject except to the terms of extent that the applicable plan Consolidated Subsidiaries maintain the Employee's Health Coverage during such period; and award agreement; (iii) if the Employee is not fully vested under the Avondale Federal Savings Bank Supplemental Executive Retirement Plan (the "SERP") as of the Date of Termination, the Employee shall be deemed to continue to be employed for purposes of the SERP until such time as he is fully vested under the SERP and the Company shall reimburse Employee for monthly premiums guarantee that he shall receive benefits under the SERP accordingly. The payments due under clause (i) of the preceding sentence shall be reduced by the amounts of cash compensation, if any, actually paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Employee by the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsSubsidiaries for such period.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company's obligations under this Section 7. In the event of the Involuntary Termination of the Employee’s employment is terminated , if the Employee has offered to continue to provide the services contemplated by and on the terms provided in this Agreement and such offer has been declined, then the Company without Cause shall, during the portion of the term of this Agreement remaining following the Date of Termination (as defined hereinthe "Liquidated Damage Period"), including a termination by means as damages for breach of a Non-Extension Noticecontract, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition pay to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans monthly one-twelfth of the Company or otherwise will Salary at the annual rate in effect immediately vest prior to the Date of Termination and become exercisable one-twelfth of the average annual amount of cash bonus and will remain exercisable cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Company and the Bank for a period the two full fiscal years preceding the Date of seven (7) years Termination, with such payments to commence as of the first business day of the month following the date of the Involuntary Termination, except as otherwise set forth below or in Section 7(c) below. If the Employee is a "Specified Employee’s " (as defined in Section 409A) at the time of his Separation from Service, then any payments under this Section 7(a) which are not covered by the separation pay plan exemption from Section 409A set forth in Treasury Regulation §1.409A-1(b)(9)(iii), and as such constitute deferred compensation under Section 409A, shall not be paid until the first business day of the later of (A) the seventh month following the Employee's Separation from Service, or (B) the nineteenth month following the Effective Date, except that if the Employee dies beforehand, the payments made be made on the first business day following the date of his death (the "Delayed Distribution Date"). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with respect to any options granted the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary Separation from Service as herein defined pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”separation pay plan)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If In the event of the Involuntary Termination of the Employee’s employment is terminated , if the Employee has offered to continue to provide services as contemplated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)this Agreement, and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”)offer has been declined, then, in addition subject to Section 7(b) of this Agreement, the Accrued ObligationsCompany shall, Employee shall receive: as liquidated damages: (i) during the remaining term of this Agreement following the Date of Termination (the "Remaining Term"), (A) pay to the Employee in cash monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee for the two full fiscal years preceding the Date of Termination, PROVIDED THAT such payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Section 5(c) and Section 5(d) of this Agreement; (ii) within 30 days following the date on which the term of this Agreement expires (the "Expiration Date"), pay to the Employee in a lump sum payment of one (1) year of Base Salary plus in cash an amount equal to the average excess of (A) the present value of the two (2) prior years’ bonuses, aggregate benefits to which shall he would be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued entitled under any stock option and stock incentive all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or otherwise will immediately vest the Bank or under which he was covered on the Effective Date as if he were 100% vested thereunder, had continued to be employed by the Company and become exercisable the Bank during the Remaining Term and will remain exercisable for a had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof, over (B) the present value of seven the benefits to which he is actually entitled under such plans as of the Expiration Date; (7iii) years within 30 days following the date Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of Employee’s Separation the employer contributions to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Company or the Bank or under which he was covered on the Effective Date as if he were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof and assuming that he had made during such period the maximum amount of employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (except with respect iv) during the Remaining Term, the Company shall provide the Health Benefits and the benefits described under Sections 5(c), (d) and (e) to any options granted pursuant the Employee on the same terms as if he had continued to be employed under this Agreement; and (v) following the expiration of the Remaining Term, the Company shall make the Health Benefits available to the Employee on the same terms as if he had continued to be employed under the Agreement, PROVIDED THAT the Employee reimburses the Company for the amount the Company pays to third parties that is attributable to the Health Benefits for the Employee and his spouse. For purposes of this Section 7, present value shall be determined by using the UP-1984 mortality table and the same discount rate as would apply to a plan intended to qualify determination of present value under Section 423 280G of the Internal Revenue Code of 1986, as amended (the “"Code”")), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If Employeethe Executive experiences an Involuntary Termination prior to the end of the Term, such termination of employment shall be subject to the Company’s employment is terminated by obligations under this Section 7(a). If such Involuntary Termination occurs, the Company without Cause shall: (as defined hereini) pay to the Executive or the Executive’s beneficiary a cash payment equal to three (3) times the sum of (A) the Executive’s then Base Salary (excluding any reductions to Base Salary that may have triggered such termination), including plus (B) the Executive’s Target Bonus (the “Severance Payment”), provided, however, that, in no event shall the Severance Payment be less than $750,000.00; (ii) continue COBRA benefits for a termination by means period of up to eighteen (18) months following the Date of Termination, at no cost to the Executive; provided that the Executive is eligible for and elects such coverage; (iii) accelerate the vesting of any outstanding equity awards if so provided pursuant to the terms of such awards or as provided herein; (iv) pay to the Executive a Non-Extension NoticePro Rata Bonus, or if Employee resigns from Employee’s employment any; and (v) provide the Executive with executive level outplacement services for Good Reason a period of up to one (1) year, as defined hereinmay be needed. In addition to the foregoing, in connection with an Involuntary Termination, the Executive shall be entitled to receive (A) any accrued but unpaid Base Salary and any accrued but unused vacation through the Date of Termination, (for purposes B) reimbursement of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result any expenses incurred through the Date of Employee’s death or disabilityTermination in accordance with Section 4(d), and (C) all vested benefits and amounts under any plan, program or arrangement, the payment and other rights with respect to which shall be governed by the terms thereof (the benefits listed in this subparagraph collectively, the “Accrued Compensation”). Except as may be provided by Section 21(b), if applicable, the Severance Payment and Pro Rata Bonus provided herein, shall be paid in a single lump sum on the forty-fifth (45th) day following the Date of Termination provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs the Executive executes, and does not revoke revoke, a general release of all claims and waiver, in the form prescribed by attached hereto as Exhibit B (the Company (a “Release”) prior to such forty-fifth (45th) day. If the Release has not become irrevocable on or before such forty-fifth (45th) day, the Executive shall forfeit any right to the Severance Payment (and such Release becomes effective within thirty the benefits set forth in subparagraphs (30) days of Employee’s Separation (the “Deadline”ii), then(iii), in addition and (v) above). If the Executive should die after amounts become payable under this Section 7(a), such amounts shall thereafter be paid to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of EmployeeExecutive’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsestate.

Involuntary Termination. If Notwithstanding the vesting schedule provided in paragraph (a), upon the involuntary termination of the Employee’s 's employment is terminated by with the Company without Employer, other than for Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”below) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition due to the Accrued Obligations, Employee shall receive: (i) a lump sum payment reorganization or reduction in force for which the Employee would be eligible for pay under the ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇▇▇ Plan, or (ii) a termination where the Employer agrees to vest the unvested Restricted Stock Units as full or partial consideration for the Employee’s satisfaction of one the requirements under Section 2(g), or (1iii) year a sale, transfer or discontinuation of Base Salary plus an amount equal any part of the operations or any business unit of the Employer, 100% of the unvested Restricted Stock Units shall vest [as of the date of such termination of the Employee's employment]2, provided that the Employee satisfies the requirements of Section 2(g)[.] [; and provided, further, that the Performance Goals set forth in Exhibit I are achieved, either (i) prior to the average date of such termination (with the Committee having certified such achievement), in which case vesting shall occur as of the two date of such termination, or (2ii) after the date of such termination and prior years’ bonusesto the end of the applicable Performance Period, in which case vesting shall occur as of the date the Committee certifies such achievement. If the Performance Goals set forth in Exhibit I are not achieved prior to the end of the applicable Performance Period, the Employee's unvested Restricted Stock Units shall be paid in one lump sum within thirty automatically forfeited, and neither the Company nor any Affiliate shall have any further obligations to the Employee under this Agreement.] For purposes of this Agreement, “Cause” is defined as the Employee’s (30i) days after grand jury indictment or prosecutorial information charging the SeparationEmployee with illegal or fraudulent acts; (ii) any unvested portion conviction of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans a crime which, in the opinion of the Company Employer, would adversely affect the Employer’s reputation or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreementbusiness; (iii) willful refusal, without proper legal or medical cause, to perform the Company shall reimburse Employee for monthly premiums paid to continue Employee’s duties and responsibilities; (and, if applicable, Employee’s eligible spouse or domestic partner and dependentsiv) Company health insurance under willfully engaging in conduct that the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from Employee has reason to know is injurious to the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employeeEmployer; or (2v) a date on which willful and material violation of any of the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsEmployer’s written policies and procedures.

Involuntary Termination. If Employee’s 's employment is terminated by the Company without Cause terminates due to Termination Without Cause, Change of Control or Constructive Termination (as defined hereincollectively, "Involuntary Termination"), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: be entitled to: (i1) a lump sum severance payment of equal to one (1) year of times Base Salary plus an amount equal Salary, such payment to be made ratably over the average of the two twelve (212) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years months following the date of Employee’s Separation (except such Involuntary Termination but in no event less frequently than semi-monthly in accordance with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until 's normal payroll practices for senior-level executives as in effect immediately prior to such termination, provided that if such termination is within 2 years following a Change of Control or within 6 months preceding a Change of Control, but following the earlier of: (1) initiation of discussions by the Board or Company executives contemplating a date Change of Control, the severance payment shall be equal to one (1) year after times Base Salary, such payment to be made ratably over the twelve (12) months following the date health care coverage is lost as an employee; or of such Involuntary Termination (2) a lump-sum payment equal to a pro rata portion of any Annual Bonus that the Executive would have been entitled to receive pursuant to Section 4(b) hereof in such year based upon the percentage of the calendar year that shall have elapsed through the date on which of Employee's termination of employment, payable within 30 days of the date of termination of employment; (3) continued employee retirement and welfare benefits (whether provided by insurance or otherwise) with the same coverage provided to Employee and his eligible dependents prior to the termination (e.g. medical, dental, optical, mental health, life and disability coverage) and in all other respects comparable to those in place immediately prior to the termination for Employee and his eligible dependents at the Company's cost over 12 months following the date of such Involuntary Termination determined in the same manner as the period of severance payment is covered under determined in Section 7(b)(ii)(1) above; provided that, to the medical plan extent the Company's plans, programs and arrangements do not permit such continuation of another employerEmployee's participation following his termination (including participation by dependants, which does not exclude pre-existing conditionsif any, as noted above), the Company shall provide Employee, no less frequently than quarterly in advance, with an amount which, after taxes, is sufficient for him to purchase equivalent benefits; (4) any unvested stock options or shares of restricted stock held by Employee shall continue to vest through the end of the severance period according to the vesting schedule set forth in any agreement between Employee and the Company governing the issuance to Employee of such securities.

Involuntary Termination. If the Employee’s employment is terminated (x) by the Company without other than for Cause (as defined herein), including a termination by means of a Non-Extension Noticeand other than due to Employee’s death or Disability, or if (y) voluntarily by the Employee resigns for Good Reason, then Employee shall be entitled to receive the following benefits: (A) monthly severance payments during the period from the date of the Employee’s employment for Good Reason termination until the date twenty-four (24) months after the effective date of the termination (the “Severance Period”) equal to the monthly salary which the Employee was receiving immediately prior to the Change of Control; (B) monthly severance payments during the Severance Period equal to one-twelfth (1/12th) of the Employee’s “target bonus” (as defined herein) for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (for purposes A) above; (C) a lump sum cash payment equal to the prorated amount of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of the Employee’s death or disability)“target bonus” for the fiscal year in which the termination occurs, and provided that calculated based on the number of months during such termination constitutes a “separation from service” as defined fiscal year in Treasury Regulation Section l.409A-l(h) (“Separation”) and which the Employee signs and does not revoke a general release of all claims in the form prescribed was employed by the Company (or a successor corporation); (D) if Employee, and any spouse and/or dependents of Employee (“ReleaseFamily Members”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following has coverage on the date of Employee’s Separation (except with respect termination of employment under a group health plan sponsored by the Company, then reimbursement to any options granted pursuant to a plan intended to qualify under Section 423 Employee of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the total applicable premium cost for continued group health plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) from for a period of up to twenty-four (24) months following Employee’s termination of employment or if earlier, the date that upon which Employee (and, if applicable, and Employee’s eligible spouse or domestic partner dependents become covered under similar plans, provided that Employee validly elects and dependents) lose is eligible to continue coverage under COBRA for Employee and the Family Members, and, provided further, that if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to Employee a taxable lump sum payment in an amount equal to the monthly COBRA premium that Employee would be required to pay to continue the group health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after in effect on the date health care coverage is lost as an employee; or of Employee’s termination of employment (2which amount will be based on the premium for the first month of COBRA coverage) for a date on which the Employee is covered under the medical plan period of another employertwenty-four (24) months following Employee’s termination of employment, which does not exclude pre-existing conditions.payment will be made regardless of whether Employee elects COBRA continuation coverage;

Involuntary Termination. If Employee’s employment is terminated by In the Company without Cause (as defined herein), including a termination by means event of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligationsan Involuntary Termination, Employee shall receive: receive the following: (i) immediately after the date of termination, a lump lump-sum payment amount in immediately available funds equal to the sum of one Executive's accrued but unpaid Salary; (1ii) year of Base Salary plus an amount equal to one-third (1/3) of Employee's annualized Salary for the average current year of the two Term payable semi-monthly over four (24) prior years’ bonuses, which shall be paid in one lump sum within thirty months; (30iii) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans continuation of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period benefits (or, if such benefits are not available, the after-tax economic equivalent thereof) specified in Section 2.3(b) to which Employee is entitled as of seven (7) years following the date of termination for six (6) months after the date of the Involuntary Termination, or, at the election of Employee’s Separation , cash payment equal to the value of such benefits payable semi-monthly over four (except 4) months; provided that with respect to any options granted pursuant benefit to a plan intended to qualify under Section 423 be provided on an insured basis, such value shall be the present value of the Internal Revenue Code premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of 1986the expected net cost to the Company of providing such benefits; (iv) all options held by Employee under the 1998 Plan shall vest immediately; (v) all contractual restrictions on the transfer, sale or pledge of the common stock held by the Employee (or his Affiliates) will be immediately extinguished and released; and (vi) the vested right to receive 25,300 shares of Employers' Series E Convertible Preferred Stock, with such stock to have the terms set forth in the Amended and Restated Put Agreement dated as of August 15, 2002, by and among Employer, UBS Capital Americas III, L.P. and UBS Capital LLC ("Series E Preferred Stock"), less applicable withholding; provided, however, that such shares shall not actually be issued to Employee and Employee shall have no right to receive such shares until immediately prior to the first to occur of: a) a Change of Control of Employer, b) a Liquidity Event of Employer, or c) a Liquidation of Employer, as amended (determined under the “Code”)), subject Certificate of Designation creating the Series E Preferred Stock of Employer. Prior to the terms first to occur of any such events, Employer shall file a Certificate of Designation for the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, Series E Preferred Stock if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does same has not exclude pre-existing conditionsalready been done.

Involuntary Termination. If The Board of Directors may terminate the Employee’s 's employment is terminated by at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receiveFirst Federal jointly shall: (i) pay to the Employee over the one-year period commencing on the Employee’s Date of Termination (the “One-Year Period”): (A) the Employee’s Salary at the rate in effect immediately prior to the Date of Termination, and (B) the pro rata portion of any incentive award or bonus, the amount of which, if any, shall be determined by the First Federal Board of Directors in its sole discretion, which amount, if any, shall be payable pro rata over the One-Year Period [include if applicable, or remove], and (ii) provide to the Employee during the One-Year Period substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and the Employee’s dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, on terms substantially as favorable to the Employee, including amounts of coverage and deductibles and other costs to him or her (i.e., the Employee’s share of premiums, deductibles and co-pays, all as in effect on the Date of Termination), as if he or she had not suffered Involuntary Termination. Notwithstanding the foregoing, the amount of the Employee’s Salary taken into account under this Section 7(a), upon an Involuntary Termination other than after a lump sum payment Change in Control, shall be pro-rated based on the Employee’s number of one (1) years of Continuous Employment, at a rate of 20% of Employee’s Salary for each completed year of Base Salary plus an amount equal Continuous Employment. To the extent payments under this Paragraph 7(a) are subject to Section 409A, Section 20 shall apply. No payment shall be made under this Paragraph 7(a) unless the average Employee executes a release substantially in the form attached as Exhibit A hereto no later than the earlier of the two (2) prior years’ bonuses, which shall be paid time provided for in one lump sum within thirty (30) the release or 60 days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s 's Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsService.

Involuntary Termination. If the Employee’s employment with the Company is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)Involuntary Termination, and provided that then the Employee shall be entitled to receive the following severance benefits: (i) The Employee shall be entitled to receive severance pay in an amount equal to one hundred percent (100%) of her annual base salary as in effect at the time of such termination constitutes termination. Any severance to which the Employee is entitled pursuant to this section shall be paid in a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective lump sum, less applicable withholding, within thirty (30) days of following the Employee’s Separation termination. (the “Deadline”), then, in addition ii) The Executive shall be entitled to the Accrued Obligations, Employee shall receive: (i) receive a lump sum payment of one (1) year of Base Salary plus an amount separation bonus equal to the gross amount of fifty percent (50%) of the average of annual performance bonus paid to the Executive for the two (2) most recent fiscal years for which bonuses have been paid prior years’ bonuses, which shall be paid in one lump sum within thirty to the termination date. (30iii) days after the Separation; (ii) With respect to any unvested portion of any outstanding options and/or any unvested to purchase shares of Company common the stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven held by the Employee; Section 12.1 (7b) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 19862005 Equity Incentive Plan, as amended (the “CodePlan”)), subject notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the terms occurrence of the applicable plan closing of the transaction resulting in the Change in Control, with any acceleration and award agreement; exercise subject to, and conditional upon, the actual closing of such transaction.” (iiiiv) The Employee shall be entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and conditions of such options). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Executive’s existing group health insurance coverage. If not so permitted, the Company shall reimburse Employee the Executive for monthly any health insurance premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company by the Executive for continued group health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse coverage. Such health insurance coverage or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans reimbursement of premiums shall continue until the earlier of: of (1i) a date one twelve (112) year months after the date health care coverage is lost as an employee; of the Executive’s Involuntary Termination or (2ii) a the date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsExecutive commences New Employment.

Involuntary Termination. If the Employee’s employment with the Company is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)Involuntary Termination, and provided that then the Employee shall be entitled to receive the following severance benefits: (i) The Employee shall be entitled to receive severance pay in an amount equal to one hundred percent (100%) of her annual base salary as in effect at the time of such termination constitutes termination. Any severance to which the Employee is entitled pursuant to this section shall be paid in a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective lump sum, less applicable withholding, within thirty (30) days of following the Employee’s Separation termination. (the “Deadline”), then, in addition ii) The Executive shall be entitled to the Accrued Obligations, Employee shall receive: (i) receive a lump sum payment of one (1) year of Base Salary plus an amount separation bonus equal to the gross amount of fifty percent (50%) of the average of annual performance bonus paid to the Executive for the two (2) most recent fiscal years for which bonuses have been paid prior years’ bonuses, which shall be paid in one lump sum within thirty to the termination date. (30iii) days after the Separation; (ii) With respect to any unvested portion of any outstanding options and/or any unvested to purchase shares of Company common the stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven held by the Employee; Section 12.1 (7b) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 19862005 Equity Incentive Plan, as amended (the “CodePlan”)), subject notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the terms occurrence of the applicable plan closing of the transaction resulting in the Change in Control, with any acceleration and award agreement; exercise subject to, and conditional upon, the actual closing of such transaction.” (iiiiv) The Employee shall be entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and conditions of such options). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Executive’s existing group health insurance coverage. If not so permitted, the Company shall reimburse Employee the Executive for monthly any COBRA premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company by the Executive for continued group health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse coverage. Such health insurance coverage or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans reimbursement of COBRA premiums shall continue until the earlier of: of (1i) a date one twelve (112) year months after the date health care coverage is lost as an employee; of the Executive’s Involuntary Termination or (2ii) a the date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsExecutive commences New Employment.

Involuntary Termination. Employer may terminate Employee's employment, with or without cause, at any time during the Employment Period by delivering written notice of such termination to Employee. If Employer terminates Employee’s 's employment is terminated by without "cause" during the Company without Cause Employment Period or during the one year immediately following the Employment Period, Employer shall continue to pay Employee his salary (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined hereindescribed in Section 2 above) (for purposes of clarity, a termination without Cause but not any bonuses or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(hother compensation) (“Separation”) and Employee signs and does not revoke a general release of all claims in until the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition first to the Accrued Obligations, Employee shall receiveoccur of: (i) Employee becoming an employee of, or full-time consultant to, a lump sum payment company (other than in violation of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonusesSection 5 below), which shall be paid in one lump sum within thirty (30) days after the Separation; or (ii) any unvested portion the expiration of any two years from the Effective Date. In addition, except as otherwise provided below, Employer shall permit Employee to remain in a limited consulting or other arrangement with Employer as necessary to permit Employee's options to remain outstanding options and/or any unvested shares in accordance with the terms (including the vesting schedule) of Company common stock that have been issued under any the stock option plan under which they were issued and the stock incentive plans option agreement by which they are evidenced, except that Employee's options shall terminate upon the first to occur of the Company expiration date of such options or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years 30 days following the date on which such options become fully vested for exercise. Notwithstanding anything to the contrary contained herein or in the stock option plan under which Employee's options were issued or the stock option agreement by which they are evidenced, if Employee shall violate Section 5 below, Employee's options shall cease to vest and shall terminate as to any vested but unexercised options within 30 days from the date of such violation. If Employee is terminated by Employer for "cause", all obligations of Employer to Employee, including any obligation to pay salary or other compensation to Employee, shall immediately end, and Employee's options shall cease to vest and shall terminate as to any vested but unexercised options within 30 days from the date of such termination. Employee shall be considered to have been terminated for "cause" if Employee's employment is terminated for (a) any gross misconduct, fraud or bad faith in the performance of Employee’s Separation 's employment, (except b) Employee's conviction or guilty plea with respect to any options granted pursuant to a plan intended to qualify under Section 423 felony, (c) Employee's material breach of the Internal Revenue Code of 1986this agreement, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2d) a date on which the Employee's repeated and substantial failure to perform any reasonable duties assigned to Employee is covered under the medical plan by Employer despite written notice delivered to Employee of another employer, which does not exclude pre-existing conditionssuch failure.

Involuntary Termination. If the Employee’s 's employment is terminated by terminates due to an Involuntary Termination, then the Company without Cause (as defined herein), including Employee shall be entitled to receive a termination by means lump-sum severance payment equal to: the amount of a Non-Extension Notice, or Employee's Base Compensation that would be payable if Employee resigns remained employed through August 15, 2012; if applicable, monthly reimbursements from the Corporation for the same level of health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s employment for Good Reason (as defined herein) (for purposes 's termination of clarityemployment; provided, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)however, and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receivethat: (i) the Employee constitutes a lump sum payment of one (1qualified beneficiary, as defined in Section 4980B(g)(1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended amended; and (the “Code”)), subject to the terms of the applicable plan and award agreement; (iiiii) the Company shall reimburse Employee for monthly premiums paid elects continuation coverage pursuant to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”) from "), within the date that time period prescribed pursuant to COBRA. The Corporation shall continue to reimburse the Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care for premiums paid to continue such coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage of the Involuntary Termination or, if earlier, until Employee is lost as an employee; or eligible for similar benefits from another employer. The Employee shall be responsible for the payment of COBRA premiums (2including, without limitation, all administrative expenses) a date on which for the remaining COBRA period. If the provisions of COBRA do not apply to Employee (for instance, if the Employee is covered under employed outside of the medical plan United States), the Corporation will provide Employee with a lump sum payment equal to twelve (12) multiplied by the portion, if any, of another employerthe premium the Corporation was paying for the Employee's health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment. In addition, and notwithstanding anything to the contrary in this Section 1(b)(iii), if the Corporation determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Corporation will in lieu thereof provide to the Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Employee would be required to pay to continue his group health coverage in effect on the date of his termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which does not exclude pre-existing conditionspayments will be made regardless of whether the Employee elects COBRA continuation coverage.

Involuntary Termination. If Employee’s employment is terminated by (i) If, prior to the expiration of the Term, the Company without terminates the Employee's employment for any reason other than Disability or Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s her employment hereunder for Good Reason (collectively hereinafter referred to as defined hereinan "INVOLUNTARY TERMINATION"), the Company shall pay to the Employee her Salary and accrued Bonus up to and including the date of such Involuntary Termination, as well as any unreimbursed expenses. In addition, the Company shall continue to pay to the Employee as severance (the "SEVERANCE PAYMENTS") in accordance with the Company's normal payroll practices, her Salary, at the rate in effect immediately prior to such Involuntary Termination, plus her maximum Bonus as described in Section 3(b), in each case for the greater of one year or the remainder of the Term. (ii) In the event of the Employee's Involuntary Termination, the Employee shall continue to participate on the same terms and conditions as are in effect immediately prior to such termination or resignation in the Company's health and medical plans provided to the Employee pursuant to Section 3(e) above at the time of such Involuntary Termination for purposes a period equal to the greater of clarity(x) one year following the Involuntary Termination or (y) the remainder of the Term (the "CONTINUATION PERIOD"); PROVIDED, a termination without Cause HOWEVER, that the Company shall have no obligation to continue to maintain during the Continuation Period any plan or for Good Reason does not include a termination that occurs program solely as a result of Employee’s death or disability)the provisions of this Agreement, and provided that such termination constitutes a “separation from service” as defined but this obligation shall apply in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion respect of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; substitute plan. (iii) In addition, in the Company event of the Employee's Involuntary Termination, all of the Employee's then-outstanding options to purchase shares of the Parent's common stock shall reimburse Employee continue to vest for monthly premiums paid to continue Employee’s the longer of (and, if applicable, Employee’s eligible spouse or domestic partner and dependentsA) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from remainder of the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; Term or (2B) a date twelve months; PROVIDED, HOWEVER, that to the extent that any such option vests on which an annual basis, the Employee is covered under shall also be vested as to a pro-rata portion of the medical plan next tranche through the longer of another employer, which does not exclude pre-existing conditions(A) the remainder of the Term or (B) twelve months. The Employee shall be entitled to retain the vested portion of her options as if she had remained an Employee until such options otherwise expire in accordance with their terms.

Involuntary Termination. If the Employee’s 's employment is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” Involuntary Termination (as defined in Treasury Regulation Section l.409A-l(h3(b) below), then the Employee shall be entitled to receive the following: (“Separation”A) Severance payments equal to the sum of: (1) an amount equal to 100% of the Employee's annual base salary determined on the basis of the Employee's base salary rate in effect immediately prior to the Employee's Involuntary Termination and (2) whichever of the following is applicable as of the date of the Employee's Involuntary Termination: (I) provided that the Employee signs has completed at least two full fiscal years of employment with the Company, an amount equal to 100% of the average of the annual incentive bonuses actually earned by the Employee for the two fiscal years of the Company preceding the fiscal year of such Involuntary Termination; or (II) provided that the Employee has completed at least one full fiscal year of employment with the Company but less than two full fiscal years of such employment, an amount equal to 100% of the annual incentive bonus actually earned by the Employee for the fiscal year of the Company preceding the fiscal year of such Involuntary Termination; or (III) provided that the Employee has completed less than one full fiscal year of employment with the Company, an amount equal to 100% of the target annual incentive bonus, if any, for such Employee. (B) In addition to the foregoing, Employee shall be entitled to receive accrued vacation to the date of the Involuntary Termination. (C) In addition to the foregoing, for a period of up to twelve (12) months after any termination under this Subsection 2(a)(i), the Company shall reimburse the Employee for any COBRA premiums paid by the Employee for continued group health insurance coverage (the "Employment Benefits"). If the Employee's medical coverage immediately prior to the date of termination of employment included the Employee's dependents, the Company paid COBRA premiums shall include premiums for such dependents. Such Employment Benefits shall terminate upon the earlier of (1) twelve (12) months from the date of the Employee's termination or (2) upon commencement of new employment by the Employee. The Employee's right to receive the severance benefits described in this Subsection 2(a)(i) shall be conditioned upon the Employee's execution and does not revoke delivery of a general release of all claims in the a form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition satisfactory to the Accrued Obligations, Company. Any severance payment to which the Employee shall receive: (iis entitled pursuant to this Subsection 2(a)(i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one a lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions's Involuntary Termination.

Involuntary Termination. If the Employee’s 's employment ----------------------- is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee’s death or disability)'s termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the ----------------- Employee was receiving immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and provided that shall be considered "Vested Shares" under each such stock option, on the date of termination constitutes as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a “separation from service” as defined total value not to exceed $15,000. The severance payments described in Treasury Regulation Section l.409A-l(h) subsections (“Separation”i) and Employee signs and does not revoke a general release (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of all claims in this Agreement, the form term "target bonus" shall mean that ------ ----- percentage of the Employee's base salary that is prescribed by the Company (a “Release”) and under its Management Bonus Program as the percentage of such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition base salary payable to the Accrued Obligations, Employee shall receive: (i) Company as a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of bonus if the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period pays bonuses at one-hundred percent (100%) of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsits operating plan.

Involuntary Termination. If EmployeeExecutive’s employment is terminated by with the Company without Cause terminates other than for “Cause” (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee Executive signs and does not revoke a general standard release of all claims in with the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”)Company, then, in addition subject to the Accrued ObligationsSection 11, Employee Executive shall receive: be entitled to (i) receive continuing payments of severance pay (less applicable withholding taxes) at a lump sum payment of one (1) year of rate equal to his Base Salary plus an amount rate, as then in effect, for a period equal to six months, plus one month for each two months of employment, up to a maximum of 12 months from the average date of Executive’s “separation from service” (as defined in Treas. Reg. 1.409A-1(h)) with the two (2) prior years’ bonusesCompany, which shall to be paid periodically in one lump sum accordance with the Company’s normal payroll policies and commencing with the latest payroll date that is also within thirty seventy (3070) days after from the Separationdate of “separation from service” provided that the required release is effective on such date (with payments that would have been made on earlier payroll dates, but for this provision, cumulated and paid on such payroll date); (ii) any unvested portion the immediate vesting and exercisability of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans 100 % of the shares subject to all of Executive’s stock options to purchase Company Common Stock (whether currently outstanding or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7granted following the Effective Date) years following outstanding on the date of Employeesuch termination (the “Stock Options”) and no additional vesting of any shares of restricted stock or restricted stock units outstanding on the date of such termination beyond the amount of such awards that is vested as of such date of termination (with settlement of any restricted stock units to be in accordance with the terms of such awards), and (iii) continued payment by the Company of the group health continuation coverage premiums for Executive and Executive’s Separation eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (except with respect to any options granted pursuant to “COBRA”) as in effect through the lesser of (x) six months from the effective date of such termination, (y) the date upon which Executive and Executive’s eligible dependents become covered under similar plans, or (z) the date Executive no longer constitutes a plan intended to qualify under “Qualified Beneficiary” (as such term is defined in Section 423 4980B(g) of the Internal Revenue Code of 1986, as amended (the “Code”)); provided, subject to however, that Executive will be solely responsible for electing such coverage within the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsrequired time periods.

Involuntary Termination. If If, prior to the Retention Date, Employee’s 's employment with Parent is terminated (1) by the Company without Parent for reasons other than Cause (as defined herein), including below) or (2) by Employee pursuant to a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment Voluntary Termination for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disabilitybelow), and provided that such termination constitutes a “separation from service” as defined and, in Treasury Regulation Section l.409A-l(h) (“Separation”) and either case, Employee signs and does not revoke a general standard release of all claims with Parent in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”)Parent's then-current standard form, then, in addition to the Accrued Obligations, Employee shall receive: : (i) Employee shall be entitled to receive continuing payments of severance pay at a lump sum payment of one (1) year of rate equal to his Base Salary plus an amount equal rate, as then in effect, for a period from such termination date through the Retention Date or twelve (12) months from such termination date, whichever is longer, to the average of the two (2) prior years’ bonuses, which shall be paid periodically in one lump sum within thirty (30) days after the Separation; accordance with Parent's normal payroll policies and subject to required withholdings; (ii) Employee shall be entitled to (A) receive any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following bonus compensation earned through the date of Employee’s Separation (except termination in accordance with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan bonus compensation plans, (B) receive expense reimbursements and award agreement; any accrued benefits (including, but not limited to, vacation and retirement benefits) through the date of termination in accordance with the terms of the applicable policies or plans, and (C) continue to participate in the applicable insurance, retirement and other fringe benefit plans through the date of termination and thereafter only to the extent required under the terms of such plans or programs; (iii) Parent shall pay the Company shall reimburse group health, dental and vision plan continuation coverage premiums for Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance covered dependents under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, through the earlier to occur of (“COBRA”A) the Retention Date or twelve (12) months from the termination date, whichever is longer, or (B) the date upon which Employee and his eligible dependents are covered by similar plans of Employee's new employer; and (iv) the vesting of all outstanding equity awards granted by Parent to Employee shall accelerate (or, as applicable, Parent's rights of repurchase shall lapse) so that Employee (and, if applicable, is vested in all such awards to the same extent Employee would have been vested had Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under 's employment with Parent continued through the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsRetention Date.

Involuntary Termination. If the Employee’s employment with the Company is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)Involuntary Termination, and provided that then the Employee shall be entitled to receive the following severance benefits: (i) The Employee shall be entitled to receive severance pay in an amount equal to one hundred percent (100%) of his annual base salary as in effect at the time of such termination constitutes termination. Any severance to which the Employee is entitled pursuant to this section shall be paid in a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective lump sum, less applicable withholding, within thirty (30) days of following the Employee’s Separation (the “Deadline”), then, in addition termination. If any severance is paid to the Accrued ObligationsEmployee by the Company or any subsidiary of the Company as mandated under PRC Labor Law, the severance pay in this clause will be reduced by the amount of the mandated severance. (ii) The Employee shall receive: (i) be entitled to receive a lump sum payment of one (1) year of Base Salary plus an amount separation bonus equal to the gross amount of fifty percent (50%) of the average of annual performance bonus paid to the Employee for the two (2) most recent fiscal years for which bonuses have been paid prior years’ bonuses, which shall be paid in one lump sum within thirty to the termination date. (30iii) days after the Separation; (ii) With respect to any unvested portion of any outstanding options and/or any unvested to purchase shares of Company common the stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven held by the Employee; Section 12.1 (7b) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 19862005 Equity Incentive Plan, as amended (the “CodePlan”)), subject notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the terms occurrence of the applicable plan closing of the transaction resulting in the Change in Control, with any acceleration and award agreement; exercise subject to, and conditional upon, the actual closing of such transaction.” (iiiiv) The Employee shall be entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested) for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and conditions of such options)). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Employee’s existing group health insurance coverage. If not so permitted, the Company shall reimburse the Employee for monthly any health insurance premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company by the Employee for continued group health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse coverage. Such health insurance coverage or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans reimbursement of premiums shall continue until the earlier of: of (1i) a date one twelve (112) year months after the date health care coverage is lost as an employee; of the Employee’s Involuntary Termination or (2ii) a the date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionscommences New Employment.

Involuntary Termination. If Employee(i) The Company has the right to terminate Executive’s employment is terminated by the Company employment, on written notice to Executive, at any time without Cause (as defined hereinbelow), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee. In the event the Company terminates Executive’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)during the Contract Term, the Contract Term shall terminate immediately and provided that such termination constitutes a “separation from service” as defined Executive shall only be entitled to receive in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective cash, within thirty (30) days of Employee’s Separation such termination or such later date as otherwise provided for herein or in accordance with the then applicable plan, policy or program: (A) any accrued but unpaid Salary to and including the “Deadline”date of termination of his employment; (B) Salary from the date of termination for twenty four (24) months, payable in installments at regular intervals pursuant to Section 3(a); (C) any benefits under Section 3(e), thenduring such time as Salary is being paid (or would be paid but for Section 5 (h)), except to the extent Executive is not eligible to receive such benefits pursuant to the terms and conditions of the Company’s plans, policies and programs because Executive is no longer employed by the Company; (D) reimbursement for expenses incurred by Executive, but not yet reimbursed, in addition accordance with Section 4; (E) any vested options pursuant to the Accrued ObligationsNon-Qualified Stock Option Agreement or other option grants to Executive and vested stock pursuant to the Restricted Stock Grant; and (F) any Annual Incentive Compensation if earned in accordance with Section 3(f), Employee pro rata, up to the date of termination; provided Executive is terminated on or after July 1st of a year and bonuses are otherwise paid to the management of the Company for that year. In the event of termination of employment without Cause, Executive shall receive: take all reasonable measures to mitigate the amount of any payment of Salary provided for in Section 5(b)(i)(B) by seeking other employment or consulting work during any period in which monthly payments of Salary are being made to Executive under such section; provided, however, that no duty to mitigate shall exist with respect to the first twelve (i12) monthly payments of Salary provided for in Section 5(b)(i)(B). Amounts of Salary due Executive under Section 5(b)(i)(B) during the second twelve (12) month period from the date of termination shall be reduced by any compensation or remuneration received by Executive from any subsequent employment or consulting work during such period. Executive shall provide to the Company, within ten (10) days after the end of each month, an affidavit from Executive certifying the amount of such compensation or consulting fees actually received by Executive during the previous month. (ii) The Company has the right to terminate Executive’s employment at any time for Cause, on written notice to Executive, setting forth in reasonable detail the facts and circumstances resulting in the Cause upon which such termination is based. In the event of termination for Cause, the Contract Term shall terminate immediately and Executive shall be entitled to those amounts and benefits specified in Section 5(a)(i). For purposes of this Agreement, Cause shall mean: (A) a lump sum payment material breach by Executive of one (1) year of Base Salary plus an amount equal his duties and obligations under this Agreement which is not remedied to the average satisfaction of the two (2) prior years’ bonuses, which shall be paid in one lump sum Board within thirty (30) days after receipt by Executive of written notice of such breach from the Separation; Board; (iiB) any unvested portion Executive’s conviction or indictment for a felony; (C) an act or acts of any outstanding options and/or any unvested shares personal dishonesty by Executive intended to result in personal enrichment of Company common stock that have been issued under any stock option and stock incentive plans Executive at the expense of the Company or otherwise will immediately vest any of its affiliates or any other material breach or violation of Executive’s fiduciary duty owed to the Company or any of its affiliates; (D) a material violation of any Company or VGR policy or Code of Business Conduct and become exercisable Ethics; or (E) any grossly negligent act or omission or any willful and will remain exercisable for deliberate misconduct by Executive that results, or is likely to result, in material economic, or other harm, to the Company or any of its affiliates; provided, however, that any act or omission by Executive shall not fall within the scope of this clause (E) if it was done or omitted to be done by Executive in good faith and with a period of seven (7) years following reasonable belief that such action or omission was in the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 best interests of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If Employee’s (i) The Company may terminate the employment is terminated by of the Executive for any reason other than one specified in Section 4(a) or Section 4(b) immediately upon written notice of termination to the Executive, and the Executive may terminate her employment with the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (immediately upon providing written notice of such termination to the Company. Either of such terminations shall be deemed an “Involuntary Termination” for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result this Agreement. (ii) Upon the occurrence of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), thenan Involuntary Termination, in addition to the Accrued Obligations, Employee and subject to the execution by the Executive of a release in the form of Exhibit C hereto (the “Release”) and the compliance by the Executive with the Release and all terms and provisions of this Agreement and the Confidentiality and Invention Assignment Agreement (as defined in Section 5) that survive the termination of the Executive’s employment by the Company the Executive shall receive: be entitled to receive (iA) a lump sum payment of one (1) year of Base Salary plus severance payments in an amount equal to the average of Base Salary in effect on the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable termination date for a period of seven 12 months; plus (7B) years following monthly reimbursement (upon presentation of proof of payment) for the medical insurance premiums at the same level as was in effect on the termination date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: of (1) a date one (1) year after the date health care coverage is lost as an employee; end of such 12-month period or (2) the date the Executive becomes eligible for medical benefits through another employer; provided, however, that if such Involuntary Termination shall occur upon the closing of a date on Change of Control or within 12 months thereafter: (A) the severance shall be payable in a single lump sum and (B) the Executive shall also be entitled to receive an amount equal to the projected target amount of the Executive’s Annual Bonus for the calendar year in which the Employee Executive’s employment termination occurs payable in a single lump sum, such lump sum payments to be made in each case on the first regularly scheduled payroll date that occurs on or after 60 days after the effective date of such employment termination. Any payments due pursuant to this Section 4(c), other than the Accrued Obligations, shall commence as soon as administratively feasible within 60 days after the date of the Executive’s termination of employment provided the Executive has timely executed and returned the Release and, if a revocation period is covered applicable, the Executive has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. On the date that payments pursuant to clauses (A) and (B) commence, the Company will pay the Executive in a single lump sum payment, less applicable taxes and withholding, the payments that the Executive would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of the payments to be paid as originally scheduled. The Accrued Obligations will be paid on the first payroll date following last date of employment to the extent administratively feasible and, if not, then on the second payroll date following the last date of employment. (iii) Notwithstanding anything to the contrary set forth elsewhere in this Agreement, the Executive may not terminate her employment with the Company for Good Reason pursuant to this Section 4(c), and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Executive, within 60 days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Executive believes to constitute “Good Reason” and identifies the particular event specified in the definition of “Good Reason” on Exhibit A that the Executive contends is applicable to such act or failure to act; (B) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Executive of the Executive’s employment relationship with the Company; and (C) the Executive actually resigns from the employ of the Company on or before that date that is 12 months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the immediately preceding sentence are not fully satisfied on a timely basis, then the resignation by the Executive from the employ of the Company shall not be deemed to have been for “Good Reason,” the Executive shall not be entitled to any of the benefits to which the Executive would have been entitled if the Executive had resigned from the employ of the Company for “Good Reason,” and the Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Executive under this Section 4(c) had the medical plan of another employer, which does not exclude pre-existing conditionsExecutive resigned with “Good Reason.”

Involuntary Termination. If Employee’s employment is terminated by Without Cause at the Company without Cause (as defined herein)Company's option for any reason whatsoever, including a termination by means of a Non-Extension Noticeother than death, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause disability or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)Cause, and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by sole discretion of the Company (a “Release”) and such Release becomes effective within thirty (30) days "Involuntary Termination"). Upon an Involuntary Termination before the Term expires, Executive shall receive all of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: following severance benefits: (i) the Monthly Base Salary in effect on the date of Involuntary Termination, which the Company shall continue to pay in semi-monthly installments, as if Executive's employment (which ends on the date of Involuntary Termination) had continued for the remainder of (a) the Initial Term, if Executive has not then elected to extend his employment for the Renewal Term, or (b) the Initial Term, if any, plus the remainder of the Renewal Term, if Executive has then elected to extend his employment for the Renewal Term; (ii) a lump sum payment in cash (payable on the date of one (1Involuntary Termination) year of Base Salary plus an amount equal to the average greater of (a) the aggregate amount of bonuses paid to Executive in the preceding three bonus years divided by three or (b), if within 30 days of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after date of Involuntary Termination the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans is on target to pay bonuses to executive officers of the Company for the bonus year during which the date of Involuntary Termination occurs, the amount of Executive's target bonus for such bonus year; (iii) provided that Executive is eligible for and timely elects to receive continuation coverage under COBRA, the Company will pay 100% of applicable continuation premiums for the benefit of Executive under Executive's then- current plan election for the lesser of (x) the remainder of the Term or otherwise will immediately (y) 18 months after termination; (iv) all stock options, restricted stock awards, restricted stock units and similar awards granted to Executive by the Company prior to the date of Involuntary Termination shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable and will remain exercisable for a period of seven (7) years following in full on the date of Employee’s Separation (except Involuntary Termination and shall remain outstanding and in effect in accordance with respect their respective terms, and any restrictions, deferral limitations, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse on the date of Involuntary Termination. Executive may exercise any such stock options granted pursuant to or other exercisable awards at any time before the expiration of their term; and (v) a plan intended to qualify under Section 423 lump sum, payable in cash on the date of the Internal Revenue Code Involuntary Termination, in the amount of 1986(a) $750,000, if Executive has not then elected to extend his employment for the Renewal Term, or (b) $500,000, if Executive has then elected to extend his employment for the Renewal Term. However, if Executive accepts employment with a Competing Business as amended (described in Section 3.3, the “Code”))Company's then continuing obligations, subject if any, to provide Executive the terms severance benefits described in this section shall cease as of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan first day of another employer, which does not exclude pre-existing conditionssuch employment by Executive.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee’s employment is terminated , the Company shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Company and any Consolidated Subsidiaries for the two full fiscal years preceding the Date of Termination; and (ii) maintain substantially the same hospitalization, medical, dental, prescription drug and other health benefits offered by the Company without Cause from time to time to its employees generally to comply with the continuation coverage requirements of Code Section 4980B(f) (i.e., "COBRA" coverage) for the benefit of the Employee and his eligible dependents who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination.. No payment shall be made under this Section 7(a) unless the Employee’s termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee” (as defined herein)in Section 409A) at the time of his Separation from Service, including a termination by means then payments under this Section 7(a) which are not considered paid on account of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “an involuntary separation from service” service (as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) 1.409A-1(b)(9)(iii)), and Employee signs and does as such constitute deferred compensation under Section 409A, shall not revoke a general release of all claims in be paid until the form prescribed by 185th day following the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s =s Separation from Service, or his earlier death (the “DeadlineDelayed Distribution Date”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average . Any payments deferred on account of the two preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (2) prior years’ bonusesi.e., which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion are considered payable on account of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, an involuntary separation from service as amended (the “Code”herein defined herein)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If Employeethe Executive experiences an Involuntary Termination prior to the end of the Term or his employment terminates due to a Change Of Control Event, such termination of employment shall be subject to the Company’s employment is terminated by obligations under this Section 7(a). If such Involuntary Termination or Change of Control Event occurs, the Company without Cause shall: (i) pay to the Executive or the Executive’s beneficiary a cash payment equal to $375,000 (the “Severance Payment”); (ii) continue medical and dental benefits at active employee rates for a period of twelve (12) months following the Date of Termination; (iii) accelerate the vesting of any outstanding equity awards if so provided pursuant to the terms of such awards or as defined provided herein); and (iv) pay to the Executive a Pro Rata Bonus, including a termination by means if any. If the Executive experiences an Involuntary Termination or Change in Control Event during 2010, the Annual Performance Cash Bonus that will form the basis for the Pro Rata Bonus calculation will be deemed to be $375,000. (v) In addition to the foregoing, in connection with an Involuntary Termination or Change in Control Event, the Executive shall be entitled to receive (A) any accrued but unpaid Company Salary and any accrued but unused vacation through the Date of a Non-Extension NoticeTermination, or if Employee resigns from Employee’s employment for Good Reason (as defined hereinB) (for purposes reimbursement of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result any expenses incurred through the Date of Employee’s death or disabilityTermination in accordance with Section 4(h), and (C) all vested benefits and amounts under any plan, program or arrangement, the payment and other rights with respect to which shall be governed by the terms thereof (the benefits listed in this subparagraph collectively, the “Accrued Compensation”). Except as may be provided by Section 21(b), if applicable, the Severance Payment and Pro Rata Bonus provided herein, shall be paid in a single lump sum on the sixtieth (60th) day following the Date of Termination provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs the Executive executes, and does not revoke revoke, a general release of all claims and waiver, in the form prescribed by attached hereto as Exhibit A (the Company (a “Release”) and prior to such sixtieth (60th) day. If the Release becomes effective within thirty has not become irrevocable on or before such sixtieth (3060th) days of Employee’s Separation (day, the “Deadline”), then, in addition Executive shall forfeit any right to the Accrued Obligations, Employee shall receive: Severance Payment (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to or the average of the two (2) prior years’ bonuses, which shall be paid benefits set forth in one lump sum within thirty (30) days after the Separation; subparagraphs (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) above). If the Company Executive should die after amounts become payable under this Section 7(a), such amounts shall reimburse Employee for monthly premiums thereafter be paid to continue Employeethe Executive’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsestate.

Involuntary Termination. If the Employee suffers an Involuntary Termination, then the Employee shall be entitled to receive a lump-sum severance payment equal to: (i) 200% of the Employee’s employment is terminated then established Base Compensation; (ii) 200% of the sum of the actual bonuses (if any) received by Employee during the Company without Cause previous two (2) years prior to the termination, divided by two (2); and (iii) if applicable, monthly reimbursements from the Corporation for the same level of health coverage and benefits as defined herein), including a termination by means in effect for the Employee on the day immediately preceding the day of a Non-Extension Notice, or if Employee resigns from the Employee’s employment for Good Reason (as defined herein) (for purposes termination of clarityemployment; provided, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)however, and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receivethat: (i) the Employee constitutes a lump sum payment of one (1qualified beneficiary, as defined in Section 4980B(g)(1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended amended; and (the “Code”)), subject to the terms of the applicable plan and award agreement; (iiiii) the Company shall reimburse Employee for monthly premiums paid elects continuation coverage pursuant to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) from ), within the date that time period prescribed pursuant to COBRA. The Corporation shall continue to reimburse the Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care for continuation coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or of the Involuntary Termination. The Employee shall be responsible for the payment of COBRA premiums (2including, without limitation, all administrative expenses) a date on which for the remaining COBRA period. If the provisions of COBRA do not apply to Employee (for instance, if the Employee is covered under employed outside of the medical plan United States), the Corporation will provide Employee with a payment each month until one (1) year after the Involuntary Termination equal to the portion, if any, of another employerthe premium the Corporation was paying for the Employee’s health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s termination of employment. Notwithstanding the foregoing, which does not exclude pre-existing conditionsthe Corporation in its discretion may elect to pay any amounts owed pursuant to this paragraph 1(b)(iii) in a lump sum payment, in lieu of monthly payments.

Involuntary Termination. If Employee’s In the event that your employment with ▇▇▇ is terminated by the Company ▇▇▇ without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined hereinin Appendix A attached to this letter) (for purposes of clarity, a termination without Cause or for Good Reason does and not include a termination that occurs as a result of Employee’s your death or disability), and provided that such termination constitutes a “separation from service” Disability (as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) Appendix A attached to this letter), then subject to your entering into and Employee signs not revoking a standard separation agreement and does not revoke a general release of all claims in the form prescribed by the Company favor of ▇▇▇ as described further in Appendix A attached hereto (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to you will receive the Accrued Obligations, Employee shall receivefollowing benefits: (ia) a lump sum cash payment equal to twelve (12) months of one (1) year of your Base Salary plus an amount equal to the average of the two (2excluding any Salary Premium) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following effect on the date of Employee’s Separation termination of your employment with ▇▇▇ (except with respect “Salary Severance”), and (b) provided that you timely elect to any options granted continue coverage pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for yourself and any of your eligible dependents under ▇▇▇’▇ group health insurance plans following the termination of your employment with ▇▇▇, then ▇▇▇ will pay the COBRA premiums necessary to continue your group health insurance coverage for yourself and your eligible dependents as in effect immediately prior to such termination of your employment until the earliest of (x) from twelve (12) months following the termination of your employment with ▇▇▇ (the “Payment Period”), (y) the expiration of your eligibility for continuation coverage under COBRA, or (z) the date that Employee (andwhen you become eligible for health insurance coverage in connection with other employment, if applicableany (the “COBRA Benefit”). Notwithstanding the foregoing under this Section, Employee’s if ▇▇▇ determines in its sole discretion that it cannot provide the COBRA Benefit without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act and ERISA), then in lieu thereof, ▇▇▇ will provide to you a taxable lump sum payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue the group health coverage in effect on the date of termination of your employment with ▇▇▇ (which amount will be based on the premium for the first month of COBRA coverage) for the Payment Period, which payment will be made regardless of whether you (and/or any eligible spouse or domestic partner and dependents) lose health care coverage elects COBRA continuation coverage. For the avoidance of doubt, any taxable payments described in this Section may be used for any purpose, including, but not limited to, COBRA continuation coverage, and will be subject to all applicable withholdings. In the event that your employment with ▇▇▇ is terminated by ▇▇▇ without Cause and such termination occurs upon or within twelve (12) months following a Change in Control, as an employee under such term is defined in ▇▇▇’▇ 2015 Equity Incentive Plan, then subject to your entering into and not revoking the Company’s health plans until Release, and in addition to the earlier of: (1) a date one (1) year after Salary Severance and COBRA Benefit described in the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan immediately preceding paragraph, any unvested and outstanding portion of another employer, which does not exclude pre-existing conditionsyour then outstanding equity awards will accelerate vesting in full.

Involuntary Termination. If Employeeat any time (1) the Company terminates Executive’s employment is terminated by the Company without Cause (as defined hereinbelow and other than as a result of Executive’s death or disability), including a termination by means of a Non-Extension Notice, or if Employee (2) Executive resigns from Employee’s employment with the Company for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disabilitybelow), and provided that in any case such termination or resignation constitutes a “separation from service” ”, as defined in under Treasury Regulation Section l.409A-l(h1.409A-1(h)) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “ReleaseSeparation from Service”) and (such Release becomes effective within thirty termination described in (301) days of Employee’s Separation or (the 2), an “DeadlineInvoluntary Termination”), thenExecutive shall be entitled to receive the following severance benefits, subject in addition all events to the Accrued Obligations, Employee shall receive: Executive’s compliance with Section 11.4 below: (i) Executive shall receive a lump severance payment equal to the sum payment of one (1) year twelve (12) months of Executive’s Base Salary in effect on the effective date of Executive’s Involuntary Termination (ignoring any decrease that forms the basis for Executive’s resignation for Good Reason, if applicable) plus an amount equal to the average of the two (2) prior years’ bonusesthe greater of Executive’s (x) Annual Bonus for the calendar year preceding the calendar year in which the Involuntary Termination occurs or (y) target Annual Bonus for the year of Involuntary Termination, which shall be paid in one a lump sum within thirty on the thirtieth (3030th) days after the Separation; day following Executive’s Involuntary Termination. (ii) any unvested portion Executive shall receive an Annual Bonus for the year in which the Involuntary Termination occurs, determined based on actual results for such year and pro rated for the period of any outstanding options and/or any unvested shares of time during such year in which Executive provided services to the Company common stock that have been issued under any stock option and stock incentive plans prior to his Involuntary Termination, which shall be paid in a lump sum in accordance with Company practice for payment of the Company Annual Bonus, which shall in any event be on or otherwise will immediately vest and become exercisable and will remain exercisable for a period before March 15 of seven (7) years the year following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of year in which the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; Involuntary Termination occurs. (iii) the Company shall reimburse Employee If Executive is eligible for monthly premiums paid and timely elects to continue EmployeeExecutive’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) from following Executive’s Involuntary Termination, the Company will pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (A) the end of the twelve (12)-month period following Executive’s Involuntary Termination, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month in the twelve (12) month period following Executive’s Involuntary Termination, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the twelve (12)-month period following Executive’s Involuntary Termination or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (iv) The vesting and exercisability of all outstanding stock options, restricted stock units, performance stock units or other equity awards to purchase the Company’s common stock (the “Equity Awards”) that are held by Executive as of immediately prior to the Involuntary Termination and subject to time-based vesting, shall be accelerated as if Executive had completed an additional eighteen (18) months of service with the Company as of the date of such Involuntary Termination. With respect to Equity Awards subject to vesting or vesting acceleration based on specified performance goals, including the Performance Award, such awards shall remain eligible to vest pursuant to their terms for the eighteen (18) months following Executive’s Involuntary Termination, provided that, with respect to the Performance Award (1) such eighteen (18) month period shall be shortened and not extend beyond the day before the five (5) year anniversary of the Effective Date and (2) this Section 11.2(iv) shall not apply if the Involuntary Termination occurs within the thirty (30) days prior to the five (5) year anniversary of the Effective Date. In addition, with respect to stock options, Executive shall receive an extension of the period of time following which Executive may exercise vested shares subject to Executive’s stock options to purchase Company common stock that are outstanding immediately prior to Executive’s Involuntary Termination until the date that Employee is the earlier of (andi) the original Expiration Date (as defined in the respective option agreements for such options) and (ii) eighteen (18) months following the date of Involuntary Termination. This subsection shall supersede the terms of any individual Equity Award agreements between Executive and the Company, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee except to the extent any such individual Equity Award agreement provides more favorable treatment of such awards for Executive under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionscircumstances described herein.

Involuntary Termination. If Employee’s employment is terminated by at any time during the term of this Agreement other than following a Change in Control to which Section 7(c) applies the Company terminates the employment of Executive involuntarily and without Cause (as defined herein)Business Reasons or a Constructive Termination occurs, including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in then Executive shall be entitled to receive the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receivefollowing: (i) a lump sum payment of one (1) year of Base Salary salary and vacation accrued through the Termination Date plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable continued salary for a period of seven three (73) years following the date Termination Date, payable in accordance with the Company's regular payroll schedule as in effect from time to time, (ii) at the Termination Date 100% of Employee’s Separation Executive's target bonus for the fiscal year in which the Termination Date occurs plus any unpaid bonus from the prior fiscal year, (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 iii) following the end of the Internal Revenue Code fiscal year in which the Termination Date occurs and management bonuses have been determined, a pro rata share (based on the proportion of 1986the fiscal year during which Executive remained an employee of the Company) of the bonus that would have been payable to Executive under the bonus plan in excess of 100% of Executive's target bonus for the fiscal year, as amended (iv) following the “Code”)end of the first fiscal year following the fiscal year in which the Termination Date occurs, 100% of Executive's target bonus for such following fiscal year (or, if the target bonus for such year was not previously set, then 100% of Executive's target bonus for the fiscal year in which the Termination Date occurred), (v) acceleration in full of vesting of all outstanding stock options, TARPs and other equity arrangements subject to vesting and held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for (A) in the terms case of the Fiscal 1999 Option Grant, the Fiscal 2000 Option Grant, any future option grants, and all prior option grants having an exercise price per share equal to or less than the fair market value of the Company's Common Stock on the date hereof, one year following the Termination Date and (B) in the case of all other option grants, 90 days following the Termination Date, or in the case of any option such longer period as may be provided in the applicable plan or agreement), (vi) (A) for three (3) years following the Termination Date, continuation of group health benefits at the Company's cost pursuant to the Company's standard programs as in effect from time to time (or at the Company's election substantially similar health benefits as in effect at the Termination Date, through a third party carrier) for Executive, his spouse and award agreement; any children, and (B) thereafter, to the extent COBRA shall be applicable to the Company, continuation of health benefits for such persons at Executive's cost, for a period of 18 months or such longer period as may be applicable under the Company's policies then in effect, provided the Executive makes the appropriate election and payments, (vii) continuation of Executive's auto benefits for one year following the Termination Date, and (viii) no other compensation, severance or other benefits, except only that this provision shall not limit any benefits otherwise available to Executive under Section 7(c) in the case of a termination following a Change in Control. Notwithstanding the foregoing, however, the Company shall not be required to continue to pay the bonus specified in clauses (iii) or (iv) hereof for any period following the Company shall reimburse Employee for monthly premiums paid to continue Employee’s Termination Date if Executive violates the noncompetition agreement set forth in Section 12 during the three (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (13) year after period following the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsTermination Date.

Involuntary Termination. If Upon termination of Employee’s employment is terminated by reason of Involuntary Termination (other than a Termination for Cause), the employment relationship created pursuant to this Agreement will terminate and no further compensation will become payable to Employee pursuant to Section 6 or Section 7 upon the effectiveness of such Involuntary Termination. Upon Employee’s Involuntary Termination (other than a Termination for Cause), Employee will be entitled to receive only the amounts provided in this Section 9.B: (i) the unpaid base salary earned by Employee pursuant to Section 6.A for services rendered through the date of such termination, (ii) any accrued and unpaid Bonus Amount, (iii) any accrued but unpaid PTO, if any, (iv) unreimbursed amounts under Section 7.A, (v) a lump sum severance payment in an aggregate amount equal to three (3) months of the Employee’s then current base salary, and (vi) three (3) months of COBRA coverage under the Company’s medical, dental and vision plans, as then in effect, at the cost paid by active employees of the Company, if and to the extent the Employee and his eligible dependents (a) are participating in such plans on his effective date of termination and (b) timely enroll for COBRA coverage thereunder. The severance pay and benefits in respect of clauses (v) and (vi) shall be contingent upon Employee’s execution and delivery to the Company without Cause (as defined herein)an unconditional general release, including a termination by means in form satisfactory to the Company, of a Non-Extension Noticeall claims against the Company and its Affiliates and their respective directors, officers, employees and representatives, arising from or if Employee resigns from in connection with this Agreement or Employee’s employment for Good Reason with the Company, subject to applicable law. Further, the severance pay and benefits set forth in clauses (as defined hereinv) and (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of vi) shall be contingent upon Employee’s death or disabilitycontinued performance of his obligations under Sections 8.A, 8.B, 8.D, 8.E and 8.G. Any payments in respect of clauses (i), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h(iii), or (iv) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective shall be made within thirty (30) days of Employee’s Separation such Involuntary Termination; any Bonus Amount in respect of clause (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (iii) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty accordance with Section 6.C; and any severance amount in respect of clause (30v) days shall be paid as soon as administratively feasible after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option Employee’s execution and stock incentive plans of delivery to the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986an unconditional general release, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.described in this Section 9.B.

Involuntary Termination. If Employee’s employment is terminated by (i) If, prior to the expiration of the Term, the Company without terminates the Employee's employment for any reason other than Disability or Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s his employment hereunder for Good Reason (collectively hereinafter referred to as defined hereinan "INVOLUNTARY TERMINATION"), the Company shall pay to the Employee his Salary and accrued Bonus up to and including the date of such Involuntary Termination, as well as any unreimbursed expenses. In addition, the Company shall continue to pay to the Employee as severance (the "SEVERANCE PAYMENTS") in accordance with the Company's normal payroll practices, his Salary, at the rate in effect immediately prior to such Involuntary Termination, plus his maximum Bonus as described in Section 3(b), in each case for the greater of one year or the remainder of the Term. (ii) In the event of the Employee's Involuntary Termination, the Employee shall continue to participate on the same terms and conditions as are in effect immediately prior to such termination or resignation in the Company's health and medical plans provided to the Employee pursuant to Section 3(e) above at the time of such Involuntary Termination for purposes a period equal to the greater of clarity(x) one year following the Involuntary Termination or (y) the remainder of the Term (the "CONTINUATION PERIOD"); PROVIDED, a termination without Cause HOWEVER, that the Company shall have no obligation to continue to maintain during the Continuation Period any plan or for Good Reason does not include a termination that occurs program solely as a result of Employee’s death or disability)the provisions of this Agreement, and provided that such termination constitutes a “separation from service” as defined but this obligation shall apply in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion respect of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; substitute plan. (iii) In addition, in the Company event of the Employee's Involuntary Termination, all of the Employee's then-outstanding options to purchase shares of the Parent's common stock shall reimburse Employee continue to vest for monthly premiums paid to continue Employee’s the longer of (and, if applicable, Employee’s eligible spouse or domestic partner and dependentsA) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from remainder of the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; Term or (2B) a date twelve months; PROVIDED, HOWEVER, that to the extent that any such option vests on which an annual basis, the Employee is covered under shall also be vested as to a pro-rata portion of the medical plan next tranche through the longer of another employer, which does not exclude pre-existing conditions(A) the remainder of the term or (B) twelve months. The Employee shall be entitled to retain the vested portion of his options as if he had remained an Employee until such options otherwise expire in accordance with their terms.

Involuntary Termination. If Employee’s employment is terminated For purposes of this Agreement, an Involuntary Termination of Employment shall be deemed to occur if: (a) there has been an actual termination by the Company without Cause of Executive’s employment, other than (i) “For Cause” (as defined hereinin Section 7 below), including (ii) Executive’s death, (iii) on account of an accident or illness which renders Executive unable, for a termination period of at least six (6) consecutive months, to perform the essential functions of his or her job notwithstanding the provision of reasonable accommodation by means of the Company; or (iv) a Non-Extension NoticeTermination in Connection with a Change in Control, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(hthe Executive Continuity Agreement between Executive and Company dated June 9, 2020. (b) the Company reduces Executive’s salary (“Separation”) and Employee signs and does not revoke a general release of all claims except in the form prescribed by case of a reduction of no more than ten percent (10%) that applies to all similarly-situated executives of the Company), reduces reward opportunities (which will be evaluated in light of the performance requirements therefor), reduces other compensation, deprives Executive of any material fringe benefit, a material diminution in Executive’s authority, duties, or responsibilities, a material diminution in the authority, duties, or responsibilities of the person to whom Executive is required to report, a material diminution in the budget over which Executive retains authority, or a relocation of Executive’s primary office more than seventy-five (75) miles from his or her then current office location, but not closer to his or her principal residence (each, a “Good Reason” event), without his or her prior express written approval; provided that the Executive must notify the Company (a “Release”) and of such Release becomes effective event in writing within thirty (30) days of Employee’s Separation its occurrence, specifying the circumstance that the Executive claims constitutes Good Reason, at which time the Company will then have fifteen (15) days to cure such Good Reason event, and if the “Deadline”)Company fails to do so, then, in addition to the Accrued Obligations, Employee shall receive: Executive must provide a notice of termination within ten (i10) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average days of the two expiration of the fifteen-day cure period in order for his or her resignation to constitute a resignation for Good Reason and qualify under this subsection (2) prior years’ bonuses, which shall be paid in one lump sum within thirty b); or (30) days after the Separation; (iic) any unvested portion material breach by the Company of any outstanding options and/or any unvested shares provision of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsthis Agreement.

Involuntary Termination. If The Board of Directors may terminate the Employee’s employment is terminated at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee’s right to compensation or other benefits under this Agreement. In the event of Involuntary Termination other than after a Change in Control which occurs during the term of this Agreement, the Company and the Bank jointly shall (i) pay to the Employee during the remaining term of this Agreement the Salary at the rate in effect immediately prior to the Date of Termination, including the pro rata portion of any incentive award, payable in such manner and at such times as the Salary would have been payable to the Employee under Section 4(a) if the Employee had continued to be employed by the Company without Cause and the Bank, and (ii) provide to the Employee during the remaining term of this Agreement substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his/her dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, on terms substantially as defined herein)favorable to the Employee, including amounts of coverage and deductibles and other costs to him, as if he/she had not suffered Involuntary Termination. Notwithstanding the foregoing, if (but for this sentence) (i) the taxable payments under this Section 7(a) would either extend over a termination by means of a Non-Extension Noticelong enough period, or if Employee resigns from Employee’s employment for Good Reason have a sufficient cumulative value, to cause a portion of the payments to not to be considered severance payments under Section 409A (as defined herein) (so that the excess portion would be considered deferred compensation for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disabilitySection 409A), and provided that such termination constitutes then the first payments made under this Section 7(a) shall be considered as made pursuant to a separation pay program to the extent permitted under Section 409A, with the balance of the payments (the “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“SeparationExcess Separation Payments”) being considered deferred compensation, (ii) the manner in which the Excess Severance Payments are paid shall be modified if and Employee signs to the minimum extent necessary to cause those payments to comply with Section 409A, and does not revoke a general release (iii) if at the time of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (from Service he/she is a “specified employee” within the “Deadline”)meaning of Section 409A, then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average then no portion of the two (2) prior years’ bonuses, which Excess Separation Payment shall be paid in one lump sum within thirty (30) days earlier than six months after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation from Service (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 payments delayed on account of this requirement paid with the Internal Revenue Code of 1986, as amended (the “Code”first payment that is not so limited)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Bank’s obligations under this Section 7. In the event of the Involuntary Termination of the Employee, the Bank shall, during the remaining term of this Agreement (i) pay to the Employee monthly one-twelfth of the Bank Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Bank and any Consolidated Subsidiaries for the two full fiscal years preceding the Date of Termination; and (ii) maintain substantially the same group life or key man life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the “Employee’s Health Coverage”). No payment shall be made under this Section 7(a) unless the Employee=s termination of employment qualifies as a “Separation from Service” (as that phrase is terminated by defined in Section 409A taking into account all rules and presumptions provided for in the Company without Cause Section 409A regulations). If the Employee is a “Specified Employee” (as defined herein)in Section 409A) at the time of his Separation from Service, including a termination by means then payments under this Section 7(a) which are not considered paid on account of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “an involuntary separation from service” service (as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) 1.409A-1(b)(9)(iii)), and Employee signs and does as such constitute deferred compensation under Section 409A, shall not revoke a general release of all claims in be paid until the form prescribed by 185th day following the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s =s Separation from Service, or his earlier death (the “DeadlineDelayed Distribution Date”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average . Any payments deferred on account of the two preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 7(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (2) prior years’ bonusesi.e., which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion are considered payable on account of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, an involuntary separation from service as amended (the “Code”herein defined herein)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If Employee’s employment the termination is terminated by an Involuntary Termination and the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee Executive signs and does not revoke a general the release of all claims in pursuant to Section 7 hereto, the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition Executive shall be entitled to the Accrued Obligationssame benefits described in Section 4(a)(i) calculated as if the date of the Change of Control were immediately following the effective date of the Involuntary Termination, Employee except that for this purpose Section 4(a)(i)(2) shall receivebe revised to read as follows: “(i) a lump sum payment of 2if the Executive’s termination employment occurs within one (1) year of Base Salary plus an amount equal to the average Executive’s commencement of the two (2) prior years’ bonusesemployment, which no Equity Acceleration Benefit shall be paid in one lump sum within thirty (30) days after the Separationprovided; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”))and, subject to the terms of the applicable plan and award agreement; (iiiSection 4(d) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (andbelow, if applicable, EmployeeExecutive’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date termination employment occurs one (1) year or more after the Executive’s commencement of employment, Executive shall receive acceleration of vesting of restricted stock units, shares of restricted stock and other rights, or lapse of the Company repurchase rights for shares of restricted stock, for units, shares or rights that would have vested or with respect to which the Company’s repurchase rights would have lapsed during the Acceleration Period (as defined below) following such termination as if Executive had remained employed by the Company (or its successor) through the end of such Acceleration Period under the agreement applicable to such award; provided that, if an award has annual vesting periods and an annual vesting period under such award straddles the end of the Acceleration Period, for such vesting period the portion of the award which is eligible to vest on the next annual vesting date health care coverage shall be treated as vesting in equal monthly amounts instead of annually. For purposes of this subsection, Acceleration Period shall mean six (6) months if the Executive’s date of termination of employment is lost as an employee; or at least one (1) year following his commencement of employment by the Company and twelve (12) months if his termination of employment is at least two (2) a date on which years following his commencement of employment by the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsCompany.”

Involuntary Termination. If the Employee’s 's employment is terminated by terminates due to an Involuntary Termination, then the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receivebe entitled to receive a lump-sum severance payment equal to: 200% of the Employee's then established Base Compensation; 200% of the target bonus; and if applicable, monthly reimbursements from the Corporation for the same level of health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, however, that: (i) the Employee constitutes a lump sum payment of one (1qualified beneficiary, as defined in Section 4980B(g)(1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended amended; and (the “Code”)), subject to the terms of the applicable plan and award agreement; (iiiii) the Company shall reimburse Employee for monthly premiums paid elects continuation coverage pursuant to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”) from "), within the date that time period prescribed pursuant to COBRA. The Corporation shall continue to reimburse the Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care for premiums paid to continue such coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage of the Involuntary Termination or, if earlier, until Employee is lost as an employee; or eligible for similar benefits from another employer. The Employee shall be responsible for the payment of COBRA premiums (2including, without limitation, all administrative expenses) a date on which for the remaining COBRA period. If the provisions of COBRA do not apply to Employee (for instance, if the Employee is covered under employed outside of the medical plan United States), the Corporation will provide Employee with a lump sum payment equal to twelve (12) multiplied by the portion, if any, of another employerthe premium the Corporation was paying for the Employee's health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment. In addition, and notwithstanding anything to the contrary in this Section 1(b)(iii), if the Corporation determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Corporation will in lieu thereof provide to the Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Employee would be required to pay to continue his group health coverage in effect on the date of his termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which does not exclude pre-existing conditionspayments will be made regardless of whether the Employee elects COBRA continuation coverage.

Involuntary Termination. If In the event of the Involuntary Termination of the Employee’s employment is terminated , if the Employee has offered to continue to provide services as contemplated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)this Agreement, and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”)offer has been declined, then, in addition subject to Section 7(b) of this Agreement, the Accrued ObligationsCompany shall, Employee shall receive: as liquidated damages: (i) during the remaining term of this Agreement following the Date of Termination (the "Remaining Term"), (A) pay to the Employee in cash monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee for the two full fiscal years preceding the Date of Termination, PROVIDED THAT such payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Section 5(c) and Section 5(d) of this Agreement; (ii) within 30 days following the date on which the term of this Agreement expires (the "Expiration Date"), pay to the Employee in a lump sum payment of one (1) year of Base Salary plus in cash an amount equal to the average excess of (A) the present value of the two (2) prior years’ bonuses, aggregate benefits to which shall he would be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued entitled under any stock option and stock incentive all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or otherwise will immediately vest the Bank if he were 100% vested thereunder, had continued to be employed by the Company and become exercisable the Bank during the Remaining Term and will remain exercisable for a had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof, over (B) the present value of seven the benefits to which he is actually entitled under such plans as of the Expiration Date; (7iii) years within 30 days following the date Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of the employer contributions to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Company or the Bank if he were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof and assuming that he had made during such period the maximum amount of employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (iv) during the Remaining Term, the Company shall provide the Health Benefits to the Employee on the same terms as if he had continued to be employed under this Agreement; and (v) following the expiration of the term of this Agreement, the Company shall make the Health Benefits available to the Employee’s Separation (except with respect , PROVIDED THAT the Employee reimburses the Company for the amount the Company pays to any options granted pursuant third parties that is attributable to the Health Benefits for the Employee and his spouse. For purposes of this Section 7, present value shall be determined by using the UP-1984 mortality table and the same discount rate as would apply to a plan intended to qualify determination of present value under Section 423 280G of the Internal Revenue Code of 1986, as amended (the “"Code”")), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If In the event of the Involuntary Termination of the Employee’s employment is terminated , if the Employee has offered to continue to provide services as contemplated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability)this Agreement, and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”)offer has been declined, then, in addition subject to Section 7(b) of this Agreement, the Accrued ObligationsCompany shall, Employee shall receive: as liquidated damages: (i) during the remaining term of this Agreement following the Date of Termination (the "Remaining Term"), (A) pay to the Employee in cash monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee for the two full fiscal years preceding the Date of Termination, PROVIDED THAT such payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Section 5(c) and Section 5(d) of this Agreement; (ii) within 30 days following the date on which the term of this Agreement expires (the "Expiration Date"), pay to the Employee in a lump sum payment of one (1) year of Base Salary plus in cash an amount equal to the average excess of (A) the present value of the two (2) prior years’ bonuses, aggregate benefits to which shall she would be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued entitled under any stock option and stock incentive all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or otherwise will immediately vest the Bank if she were 100% vested thereunder, had continued to be employed by the Company and become exercisable the Bank during the Remaining Term and will remain exercisable for a had received as covered compensation during such period the amounts payable to her under Section 7(a)(i) hereof, over (B) the present value of seven the benefits to which she is actually entitled under such plans as of the Expiration Date; (7iii) years within 30 days following the date Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of the employer contributions to which she would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Company or the Bank if she were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to her under Section 7(a)(i) hereof and assuming that she had made during such period the maximum amount of employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (iv) during the Remaining Term, the Company shall provide the Health Benefits to the Employee on the same terms as if she had continued to be employed under this Agreement; and (v) following the expiration of the term of this Agreement, the Company shall make the Health Benefits available to the Employee’s Separation (except with respect , PROVIDED THAT the Employee reimburses the Company for the amount the Company pays to any options granted pursuant third parties that is attributable to the Health Benefits for the Employee and her spouse. For purposes of this Section 7, present value shall be determined by using the UP-1984 mortality table and the same discount rate as would apply to a plan intended to qualify determination of present value under Section 423 280G of the Internal Revenue Code of 1986, as amended (the “"Code”")), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Involuntary Termination. If EmployeeIn the event of ▇▇▇▇▇▇▇’s involuntary termination of employment is terminated under circumstances not involving Cause, all unvested RSUs shall continue to vest in accordance with Section 2.1 as though Grantee was still employed by the Company on each applicable vesting date, provided that, as a condition to the continued vesting of the RSU Award, Grantee satisfies the release requirement set forth in the following sentence; and, provided further, that notwithstanding the foregoing, all unvested RSUs and all vested and unsettled RSUs subject to this Award shall immediately and automatically be forfeited, surrendered and cancelled without Cause consideration and without further action by Grantee immediately upon (as defined herein)i) Grantee’s making any derogatory or damaging statements (verbally, in writing or otherwise) about the Company or any of its affiliates, the management or the board of directors of the Company or any affiliate, the products, services or business condition of the Company or any affiliate in any public way to anyone who could make those statements public or to customers of, vendors to or counterparties of the Company, or (ii) Grantee violating any duty of confidentiality owed to the Company or its affiliates under the policies or procedures of the Company and its affiliates, including a termination by means the Company’s employee handbook, code of a Non-Extension Noticeconduct and similar materials, or if Employee resigns from Employeeunder federal or state law, or Grantee misappropriating or misusing any proprietary information or assets of the Company and its affiliates, including intellectual property rights. As a condition to the continued vesting of the RSU Award, Grantee shall, not later than twenty-one (21) days after termination of Grantee’s employment (or such longer period as may be required under applicable law for Good Reason (as defined hereinGrantee to consider the release in order for the release to be effective) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke execute a general release of all then existing claims in the form prescribed by against the Company (a “Release”) and such Release becomes effective within thirty (30) days its affiliates, shareholders, directors, officers, employees and agents in relation to claims relating to or arising out of Employee▇▇▇▇▇▇▇’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of employment with the Company or otherwise will immediately vest and become exercisable and will remain exercisable for in a period of seven (7) years following the date of Employee’s Separation (except form substantially consistent with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until standard form of general release used for officers, and such release shall not have been revoked by Grantee pursuant to any revocation rights afforded by applicable law. In the earlier of: (1) a date one (1) year after event of ▇▇▇▇▇▇▇’s termination of employment for Cause or the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employerCompany’s determination that ▇▇▇▇▇▇▇’s employment could have been terminated for Cause, which does not exclude pre-existing conditionsall unvested RSUs and all vested and unsettled RSUs subject to this Award shall immediately and automatically be forfeited, surrendered, and cancelled without consideration and without any further action by Grantee.

Involuntary Termination. If Employeeprior to a Change of Control (as defined below), Executive’s employment is terminated by with the Company without terminates (excluding a termination based on Executive’s death or Disability (as defined herein)) other than voluntarily or for Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee Executive signs and does not revoke a general standard release of all claims in with the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”)Company, then, in addition subject to the Accrued ObligationsSection 10, Employee Executive shall be entitled to receive: (i) continuing payments of severance pay (less applicable withholding taxes) at a lump sum payment of one (1) year of rate equal to his Base Salary plus an amount equal rate, as then in effect, for a period of six (6) months from the date of such termination of employment, to the average of the two (2) prior years’ bonuses, which shall be paid periodically in one lump sum within thirty (30) days after accordance with the SeparationCompany’s normal payroll policies; (ii) any unvested portion of any outstanding options and/or any unvested all shares of Company common stock that subject to the Option which have been issued under any stock option and stock incentive plans vested as of the Company or otherwise will immediately vest and become exercisable and will remain date of Executive’s termination of employment shall be exercisable for a period of seven six (76) years months following the date of Employee’s Separation such termination, provided, however, that in no event shall this provision operate to extend the Option beyond the term/expiration date of such Option (except with respect and in no event will extend the term of the Option beyond ten (10) years from the date of grant), nor shall the unvested portion of the Option continue to any options granted pursuant to vest during the six (6) month severance period; (iii) reimbursement for the cost of continued life insurance and health plan coverage for the Executive and his dependents for a plan intended to qualify under period of six (6) months from the date of such termination of employment; provided, however, that (A) the Executive constitutes a qualified beneficiary, as defined in Section 423 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)), subject ) and (B) Executive elects continuation coverage pursuant to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA; and (iv) from the portion of the projected Bonus for the fiscal year in which such termination of employment occurs accrued up to the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage of termination as an employee under determined by the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsCompensation Committee in its sole discretion.

Involuntary Termination. If Employee’s employment is terminated For purposes of this Agreement, an Involuntary Termination of Employment shall be deemed to occur if: (a) there has been an actual termination by the Company without Cause of Executive’s employment, other than (i) “For Cause” (as defined hereinin Section 7 below), including (ii) Executive’s death, (iii) on account of an accident or illness which renders Executive unable, for a termination period of at least six (6) consecutive months, to perform the essential functions of his or her job notwithstanding the provision of reasonable accommodation by means of the Company; or (iv) a Non-Extension NoticeTermination in Connection with a Change in Control, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(hthe existing Executive Continuity Agreement between Executive and Company. (b) the Company reduces Executive’s salary (“Separation”) and Employee signs and does not revoke a general release of all claims except in the form prescribed by case of a reduction of no more than ten percent (10%) that applies to all similarly-situated executives of the Company), reduces reward opportunities (which will be evaluated in light of the performance requirements therefor), reduces other compensation, deprives Executive of any material fringe benefit, a material diminution in Executive’s authority, duties, or responsibilities, a material diminution in the authority, duties, or responsibilities of the person to whom Executive is required to report, a material diminution in the budget over which Executive retains authority, or a relocation of Executive’s primary office more than seventy-five (75) miles from his or her then current office location, but not closer to his or her principal residence (each, a “Good Reason” event), without his or her prior express written approval; provided that the Executive must notify the Company (a “Release”) and of such Release becomes effective event in writing within thirty (30) days of Employee’s Separation its occurrence, specifying the circumstance that the Executive claims constitutes Good Reason, at which time the Company will then have fifteen (15) days to cure such Good Reason event, and if the “Deadline”)Company fails to do so, then, in addition to the Accrued Obligations, Employee shall receive: Executive must provide a notice of termination within ten (i10) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average days of the two expiration of the fifteen-day cure period in order for his or her resignation to constitute a resignation for Good Reason and qualify under this subsection (2) prior years’ bonuses, which shall be paid in one lump sum within thirty b); or (30) days after the Separation; (iic) any unvested portion material breach by the Company of any outstanding options and/or any unvested shares provision of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditionsthis Agreement.

Involuntary Termination. If Employee(i) Executive’s employment with the Company is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs and other than as a result of EmployeeExecutive’s death or disability)Disability) or (ii) Executive terminates employment for Good Reason, and provided that in any case such termination constitutes a “separation from service” ”, as defined in under Treasury Regulation Section l.409A-l(h1.409A-1(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “ReleaseSeparation from Service”) and (such Release becomes effective within thirty termination described in (30i) days of Employee’s Separation or (the ii), an “DeadlineInvoluntary Termination”), then, in addition to the Accrued ObligationsAmounts, Employee Executive shall receive: be entitled to receive the severance benefits described below in this Section 8(b), subject in all events to Executive’s compliance with Section 8(d) below: (i) a lump sum Executive shall receive continued payment of one (1) year of Executive’s Base Salary plus an amount equal to the average of the two (2as defined below) prior years’ bonuses, which shall be paid in one lump sum within thirty for twelve (3012) days months after the Separation; date of such termination (the “Severance Period”), paid over the Company’s regular payroll schedule. (ii) any unvested portion The vesting of any all of Executive’s stock options and other equity awards that are outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans as of the Company or otherwise will date hereof and subject to time-based vesting requirements shall immediately vest and become exercisable and will remain exercisable for a period the equivalent of seven twelve (712) years following months as measured from the date of EmployeeExecutive’s Separation (except with respect Involuntary Termination. This Section 8(b)(ii) shall not apply to any stock options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject or equity awards issued to the terms of Executive by the applicable plan and award agreement; Company after the date hereof. (iii) the Company shall reimburse Employee If Executive is eligible for monthly premiums paid and timely elects to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company the health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) from following Executive’s termination date, the Company will pay one hundred percent (100%) of the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date that Employee (andwhen Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if applicableat any time the Company determines, Employee’s eligible spouse in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or domestic partner penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and dependents) lose health care coverage as an employee under in lieu of providing the Company’s health plans COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums and shall be paid until the earlier of: earliest of (1i) a date one the close of the Severance Period; (1ii) year after the expiration of your eligibility for continuation cover-age under COBRA, or (iii) the date when you become eligible for substantially equivalent health care insurance coverage is lost as an employee; in connection with new employment or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude preself-existing conditionsemployment.

Involuntary Termination. If the Employee’s employment is terminated by terminates due to an Involuntary Termination, then the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: be entitled to receive the following severance payments and benefits: (i) a A lump sum payment of one (1) year of Base Salary plus an amount equal to the average one hundred (100%) of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; Employee’s Base Compensation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans A lump sum payment equal to one hundred percent (100%) of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, Incentive Pay as amended (the “Code”)), subject in effect immediately prior to the terms of the applicable plan and award agreementInvoluntary Termination; and (iii) If the Company shall reimburse Employee for monthly premiums paid elects continuation coverage pursuant to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) from ), within the date that time period prescribed pursuant to COBRA for the Employee (and, if applicable, and the Employee’s eligible spouse or domestic partner dependents (if any), monthly reimbursements from the Corporation for the Employee’s COBRA premiums at the same level of health coverage and benefits as in effect for the Employee (and the Employee’s eligible dependents, if any) lose health care on the day immediately prior to the termination of the Employee’s employment or, if greater, on the day immediately prior to the Change of Control. The Corporation shall continue to reimburse the Employee for premiums paid to continue such coverage as an employee under the Company’s health plans until the earlier of: of (1A) a date one twelve (112) year months after the date health care coverage is lost as an employee; of the Involuntary Termination, or (2B) a the date on upon which the Employee and Employee’s eligible dependents no longer are eligible to receive continuation coverage pursuant to COBRA. The Employee shall be responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for any remaining COBRA period. If the provisions of COBRA do not apply to Employee at the time of the termination of the Employee’s employment (for instance, if the Employee is covered under employed outside of the medical plan United States), the Corporation will provide Employee with a lump sum payment equal to twelve (12) multiplied by the portion, if any, of another employerthe premium the Corporation was paying for the Employee’s health coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s termination of employment. In addition, and notwithstanding anything to the contrary in this Section 1(b)(iii), if the Corporation determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Corporation will in lieu thereof provide to the Employee a taxable monthly payment, during the eighteen (18) months following termination of the Employee’s employment, in a monthly amount equal to the monthly COBRA premium that the Employee would be required to pay to continue group health coverage for the Employee and the Employee’s eligible dependents (if any) in effect on the day immediately before the date of termination of his or her employment (which amount will be based on the premium for the first month of COBRA coverage), which does not exclude pre-existing conditionspayments will be made regardless of whether the Employee elects COBRA continuation coverage.