Common use of Payments Upon Certain Terminations Clause in Contracts

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 7(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 8(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) (1) during the period commencing on the first business day following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service, Executive shall receive, in substantially equal installments, in accordance with the Company’s regular payroll policies, an amount equal to the lesser of (x) the Safe Harbor Amount (as defined below) and (y) one-fourth (1/4th) of the Severance (as defined below) (such lesser amount, the “Initial Severance Payment”); provided, that such payments shall commence on the 60th day following the Date of Separation from Service (the “Commencement Date”), provided, further, that the first installment payment shall equal the sum of the installments that would have been made between the Date of Separation from Service and the Commencement Date; and

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his her employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his her (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 7(a8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 8(f)(i9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (1x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments in accordance with the Company’s regular payroll policies, during the period commencing beginning on the first business day immediately following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive shall receivefor such fiscal year had Executive remained employed for the entire fiscal year, in substantially equal installmentsdetermined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, in accordance with multiplied by (2) a fraction, the Company’s regular payroll policies, an amount numerator of which is equal to the lesser number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (xthe “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Safe Harbor Amount Company to its active executives, but in no event later than two and a half (as defined below21/2) and (y) one-fourth (1/4th) months following the end of the Severance applicable fiscal year in which such Annual Bonus was earned; (as defined belowC) (such lesser amountsubject to Section 20(k)(iii) herein, continued coverage during the “Initial Severance Payment”); provided, that such payments shall commence period commencing on the 60th day following Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Commencement DateSeverance Period”)) under the Company’s medical, provideddental and life insurance plans referred to in Section 7(a) for Executive and her eligible dependents participating in such plans immediately prior to the Date of Separation from Service, furthersubject to timely payment by Executive of all premiums, that the first installment payment shall equal the sum contributions and other co-payments required to be paid by active senior executives of the installments Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that would have been in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made between by the end of the year following the year in which the Date of Separation from Service and occurs. (E) Notwithstanding any other provision of this Section 9(f)(i), if a Change in Control (as defined below) occurs within twelve (12) months following the Commencement Date; Date and, within twelve months (12) months following the date of such Change in Control, Executive experiences a Separation from Service with the Company due to the Company’s termination of her employment Without Cause or Executive’s resignation for Good Reason, then the amounts payable to Executive under Section 9(f)(i)(A) and Section 9(f)(i)(B) shall be multiplied by two (2), but otherwise payable in accordance with Section 9(f)(i)(A) and Section 9(f)(i)(B), respectively. For purposes of this Agreement, the term “Change in Control” shall have the meaning ascribed to such term in the Omnibus Plan or such other plan providing for equity-based incentive compensation maintained by the Company for employees at Executive’s grade level that the Company designates, in its sole discretion. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of her employment (x) upon her death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to her estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon her death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to her estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 7(a8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 8(f)(i9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (1x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period commencing beginning on the first business day immediately following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive shall receivefor such fiscal year had Executive remained employed for the entire fiscal year, in substantially equal installmentsdetermined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, in accordance with multiplied by (2) a fraction, the Company’s regular payroll policies, an amount numerator of which is equal to the lesser number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (xthe “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Safe Harbor Amount Company to its active executives, but in no event later than two and a half (as defined below21/2) and (y) one-fourth (1/4th) months following the end of the Severance applicable fiscal year in which such Annual Bonus was earned; (as defined belowC) (such lesser amountsubject to Section 20(k)(iii) herein, continued coverage during the “Initial Severance Payment”); provided, that such payments shall commence period commencing on the 60th day following Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Commencement DateSeverance Period”)) under the Company’s medical, provideddental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, furthersubject to timely payment by Executive of all premiums, that the first installment payment shall equal the sum contributions and other co-payments required to be paid by active senior executives of the installments Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that would have been in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made between by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Commencement Date; andCompany to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a (I) termination of his Executive’s employment by the Company Without Cause (including as a result of the Company’s election not to renew the Employment Period as described in Section 3 herein) or (II) Executive’s resignation from employment for Good Reason (including a deemed resignation as described in clause (iv) of Section 10(d)) during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of following the Date of Separation from Service, his (x) his full Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 7(a9(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 8(f)(i10(f)(i) or 10(a), provided that (except in the case of Executive’s Separation from Service due to his death), Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement Release and General Release Discharge of All Claims substantially in the form approved by the Company, Executive (or, following his death, Executive’s estate) shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (1i) (x) if such Separation from Service occurs prior to a Change in Control, four (4) times, or (y) if such Separation from Service occurs subsequent to a Change in Control, six (6) times, Executive’s Base Salary as of the Date of Separation from Service, and (ii) (z) if such Separation from Service occurs prior to a Change in Control, two (2) times, or (aa) if such Separation from Service occurs subsequent to a Change in Control, three (3) times, the annual amount of the Benefits Allowance referred to in Section 8(b) herein, which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period commencing beginning on the first business day immediately following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service. For the avoidance of doubt, Executive shall receivewill not be entitled to receive an Annual Bonus or prorated Annual Bonus for the fiscal year in which Executive’s Separation from Service occurs; (B) subject to Section 21(k)(iii) herein, in substantially equal installments, in accordance with continued coverage during the Company’s regular payroll policies, an amount equal to period beginning on the lesser Date of Separation from Service and ending on the (x) the Safe Harbor Amount (as defined below) and second anniversary, if such Separation from Service occurs prior to a Change in Control, or (y) one-fourth (1/4th) third anniversary, if such Separation from Service occurs subsequent to a Change in Control, of the Severance (as defined below) (such lesser amount, the “Initial Severance Payment”); provided, that such payments shall commence on the 60th day following the Date of Separation from Service (the “Commencement DateSeverance Period”)) under the Company’s medical, provided, further, that dental and life insurance plans referred to in Section 8(a) (the first installment payment shall equal the sum of the installments that would have been made between “Continued Benefits”) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service in the same manner that Executive received such benefits during his employment, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Commencement DateCompany under the terms of such plans as in effect from time to time; and (C) to the extent applicable, the Options and other equity awards held by Executive shall vest and be exercisable in accordance with the terms and conditions of Section 7 of this Agreement. Executive shall not have a duty to mitigate the costs to the Company under this Section 10(f)(i), nor shall any payments from the Company to Executive of Base Salary be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. Notwithstanding anything in this Section 10(f)(i) to the contrary, (i) in the event of a termination of Executive’s employment with the Company upon Executive’s death or due to his Disability, any payments from the Company to Executive described in Section 10(f)(i)(A) shall be reduced by the value of any Company provided life and disability benefits Executive (or Executive’s estate in the case of his death) is entitled to receive in connection with such death or Disability, and (ii) should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, all similar health and medical benefits coverage provided by the Company to Executive shall immediately terminate. (ii) If Executive’s Separation from Service occurs due to (A) termination of Executive’s employment by the Company for Cause or (B) Executive’s resignation from his employment without Good Reason (including as a result of Executive’s election not to renew the Employment Period as described in Section 3 herein), in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. (iii) Except as specifically set forth in this Section 10(f), no termination payments or benefits or similar payments or benefits (including any payments or benefits under any otherwise applicable plan, policy, program or practice of the Company or its Affiliates) shall be payable to Executive or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his her employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his her (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 7(a8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 8(f)(i9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (1x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period commencing beginning on the first business day immediately following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive shall receivefor such fiscal year had Executive remained employed for the entire fiscal year, in substantially equal installmentsdetermined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, in accordance with multiplied by (2) a fraction, the Company’s regular payroll policies, an amount numerator of which is equal to the lesser number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (xthe “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Safe Harbor Amount Company to its active executives, but in no event later than two and a half (as defined below21/2) and (y) one-fourth (1/4th) months following the end of the Severance applicable fiscal year in which such Annual Bonus was earned; (as defined belowC) (such lesser amountsubject to Section 20(k)(iii) herein, continued coverage during the “Initial Severance Payment”); provided, that such payments shall commence period commencing on the 60th day following Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Commencement DateSeverance Period”)) under the Company’s medical, provideddental and life insurance plans referred to in Section 7(a) for Executive and her eligible dependents participating in such plans immediately prior to the Date of Separation from Service, furthersubject to timely payment by Executive of all premiums, that the first installment payment shall equal the sum contributions and other co-payments required to be paid by active senior executives of the installments Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that would have been in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made between by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Commencement Date; andCompany to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of her employment (x) upon her death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to her estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon her death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to her estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of If Executive’s Separation from Service with the Company due to a termination of his employment is terminated by the Company Employer Without Cause or ExecutiveExecutive terminates his employment for Good Reason, Employer shall pay or provide to Executive as severance payments and benefits the following: A. Executive shall receive his Base Salary for the period from the Date of Termination (as defined in Section 7(h) below) through the expiration of the Severance Period as set forth on Section 4 of Attachment A, paid in semi-monthly installments as provided in Section 3; B. Executive shall receive the product of (i) the amount of incentive compensation that would have been payable to Executive pursuant to Sections 4(a), 4(c) and the Annual Incentive Compensation Plan for the calendar year in which his employment terminates with achievement of performance objectives determined as of the Date of Termination, multiplied by (ii) a fraction, the numerator of which is equal to the number of days in such calendar year that precede the Date of Termination and the denominator of which is 365; C. continuation of participation in Employer’s resignation from group medical plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at Employer’s expense until the earlier of the conclusion of the Severance Period and the date on which Executive first becomes eligible for substantially equivalent insurance coverage provided by any other entity following termination; provided, however, that in the event Employer cannot reasonably provide Executive and his dependents with coverage under Employer’s Group Benefits Plan for the full Severance Period, Employer may provide coverage under one or more alternative plans or arrangements providing substantially equivalent coverage to the coverage then being provided to active employees and their dependants under Employer’s group benefits plan; and D. a pro-rated acceleration of the next installment in the equity vesting schedule set forth in Section 4(b) following termination based on the number of days Executive worked in the applicable twelve (12) month vesting period in which termination occurs. By way of example, if Executive is terminated by Employer without Cause or Executive terminates his employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of and the Date of Separation from ServiceTermination is half way through the second twelve (12) month vesting period, Executive will previously have vested in 15% on the first anniversary and will be vested in 50% (representing the half-year worked) of the 20% vesting amount for the second year. (ii) Upon his (x) death or Disability or if Employer terminates Executive’s employment for Cause, Employer shall pay Executive his Base Salary through the Date of Separation from ServiceTermination, plus, in the case of termination upon Executive’s death or Disability, a pro-rata amount of incentive compensation pursuant to the extent not previously paid, Annual Incentive Compensation Plan calculated in the same manner as Section 7(f)(i)(B) above (y) reimbursement for but excluding any unreimbursed business expenses incurred time between the onset of a physical or mental disability that prevents the performance by Executive prior of his duties hereunder and the resulting Date of Termination). Executive shall not be entitled to severance compensation under any severance compensation plan of Employer; provided, however, that other than severance compensation, any benefits payable to or in respect of Executive under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. Any payments required to be made on account of Executive’s death or Disability shall be made to Executive or his designated beneficiary in the case of death no later than two and one-half (2½) months following the end of the calendar year in which Executive’s employment terminates on account of death or Disability. Finally, Executive or his designated beneficiary in the case of death shall be entitled to the Date of Separation from Service that are subject to reimbursement equity vested pursuant to Section 7(a4(b). (iii) and (z) payment for vacation time accrued as of Notwithstanding anything to the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In additioncontrary in this Agreement, in the event of ExecutiveEmployee’s Separation from Service voluntary termination without Good Reason or his termination for Cause, Employer shall have the right to continue to pay Employee’s Base Salary for a period of up to twelve (12) months following the Date of Termination (which period shall also be referred to as described in this Section 8(f)(ithe Severance Period), paid in semi-monthly installments as provided that Executive executes in Section 3, in exchange for Employee’s compliance with the covenants contained in Sections 9, 10 and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company11. Finally, Executive shall be entitled to the following payments and benefits: (A) (1) during the period commencing on the first business day following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service, Executive shall receive, in substantially equal installments, in accordance with the Company’s regular payroll policies, an amount equal equity vested pursuant to the lesser of (x) the Safe Harbor Amount (as defined below) and (y) one-fourth (1/4th) of the Severance (as defined below) (such lesser amount, the “Initial Severance Payment”Section 4(b); provided, that such payments shall commence on the 60th day following the Date of Separation from Service (the “Commencement Date”), provided, further, that the first installment payment shall equal the sum of the installments that would have been made between the Date of Separation from Service and the Commencement Date; and.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his her employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his her (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 7(a8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 8(f)(i9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (1x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period commencing beginning on the first business day immediately following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive shall receivefor such fiscal year had Executive remained employed for the entire fiscal year, in substantially equal installmentsdetermined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, in accordance with multiplied by (2) a fraction, the Company’s regular payroll policies, an amount numerator of which is equal to the lesser number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (xthe “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Safe Harbor Amount Company to its active executives, but in no event later than two and a half (as defined below21/2) and (y) one-fourth (1/4th) months following the end of the Severance applicable fiscal year in which such Annual Bonus was earned; (as defined belowC) (such lesser amountsubject to Section 20(k)(iii) herein, continued coverage during the “Initial Severance Payment”); provided, that such payments shall commence period commencing on the 60th day following Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Commencement DateSeverance Period”)) under the Company’s medical, provideddental and life insurance plans referred to in Section 7(a) for Executive and her eligible dependents participating in such plans immediately prior to the Date of Separation from Service, furthersubject to timely payment by Executive of all premiums, that the first installment payment shall equal the sum contributions and other co-payments required to be paid by active senior executives of the installments Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that would have been in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made between by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Commencement Date; andCompany to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of her employment (x) upon her death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to her estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon her death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to her estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (2 1/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason Reason, in either such case during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s beneficiaries) (A) the Base Salary earned but not paid through the date of termination, (B) any bonus compensation earned but unpaid on the date of termination and (C) any business expenses incurred by Executive but un-reimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within thirty (30) days of termination and that such expenses are reimbursable under Company policy (“Final Compensation”), plus, as liquidated damages in respect of claims based on provisions of this Agreement or otherwise and provided that Executive executes and delivers a general release in the form attached to this Agreement as Exhibit B (subject to such adjustments as are delivered by the Company to Executive within seven (7) days after the Date of Separation from Service, his Termination and as may be necessary in the Company’s reasonable determination to ensure a comprehensive release of claims by Executive under the law in effect at the date of the execution of the release) by the date specified therein (xand in all events within fifty-two (52) Base Salary through days following the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 7(aTermination) and does not revoke such release within seven days after it is executed and delivered (zany such release of claims submitted by such deadline and not revoked within such seven-day period, the “Release”), an aggregate amount equal to one and one-half (1 1/2) payment for vacation time accrued times his Base Salary as of the Date of Separation from Service but unused Termination plus one and one-half (such amounts under clauses 1 1/2) times the Average Cash Bonus (x), (y) and (z), collectively the “Accrued ObligationsLiquidated Damages”). In addition, in the event of Executive’s Separation from Service as described employment is terminated by the Company without Cause or by Executive for Good Reason, in this Section 8(f)(i)either such case during the Employment Period, and provided that Executive executes and delivers the Release, for a period of eighteen (18) months following the Date of Termination the Company shall make monthly payments to Executive that are equal (on a grossed-up basis) to the Companyemployer portion (as determined as of the Date of Termination) of the monthly health and dental insurance premium for the type of coverage Executive has in place on the Date of Termination (each such payment, a “Special Payment”). (ii) In the event of a termination of Executive’s employment by the Company without Cause or a termination by Executive of his employment for Good Reason, in either such case during the Employment Period and within twelve (12) months following a Change in Control, the applicable period of time provided for under the Age Discrimination in Employment Act of 1967Company shall pay to Executive Final Compensation plus, as amendedliquidated damages in respect of claims based on provisions of this Agreement or otherwise, and in no lieu of any payments or benefits under Section 7(e)(i) hereof, and provided that Executive executes and delivers the Release, an aggregate amount equal to two (2) times his Base Salary as of the Date of Termination plus two (2) times the Average Cash Bonus (“CIC Liquidated Damages”). In addition, in the event later than sixty Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either such case during the Employment Period and within twelve (6012) days months following a Change in Control, and provided that Executive executes and delivers the Release, for a period of twenty-four (24) months following the Date of Termination the Company shall make Special Payments to Executive. (iii) If Executive’s Date employment shall terminate by reason of Separation from Servicehis death or Disability or if the Company shall terminate Executive’s employment for Cause or Executive shall terminate his employment without Good Reason, an irrevocable Separation Agreement and General Release substantially the Company shall pay Executive (or, in the form approved by event of his death, his beneficiaries) Final Compensation and shall have no further obligation or liability to the CompanyExecutive. (iv) In the event that Executive’s employment with the Company terminates or is terminated for any reason, Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy or program of the following payments Company in which Executive was a participant during his employment with the Company in accordance with and subject to the terms thereof (other than any plan that would provide severance, as severance is explicitly covered herein); provided that Executive shall not continue to accrue any additional benefits: (A) (1) during the period commencing on the first business day following , including vacation benefits, after the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service, Executive shall receive, in substantially equal installments, in accordance with the Company’s regular payroll policies, an amount equal to the lesser of (x) the Safe Harbor Amount (as defined below) and (y) one-fourth (1/4th) of the Severance (as defined below) (such lesser amount, the “Initial Severance Payment”); provided, that such payments shall commence on the 60th day following the Date of Separation from Service (the “Commencement Date”), provided, further, that the first installment payment shall equal the sum of the installments that would have been made between the Date of Separation from Service and the Commencement Date; andTermination.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a (I) termination of his Executive’s employment by the Company Without Cause (including as a result of the Company’s election not to renew the Employment Period as described in Section 3 herein) or (II) Executive’s resignation from employment for Good Reason (including a deemed resignation as described in clause (iv) of Section 10(d)) during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of following the Date of Separation from Service, his (x) his full Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 7(a9(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 8(f)(i10(f)(i) or 10(a), provided that (except in the case of Executive’s Separation from Service due to his death), Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement Release and General Release Discharge of All Claims substantially in the form approved by the Company, Executive (or, following his death, Executive’s estate) shall be entitled to the following payments and benefits: (A) payments of an amount equal to (1x) if such Separation from Service occurs prior to a Change in Control, two (2) times, or (y) if such Separation from Service occurs subsequent to a Change in Control, three (3) times, the sum of (I) Executive’s Base Salary as of the Date of Separation from Service, (II) Executive’s target Annual Bonus (as described in Section 6(i) herein) and (III) the annual amount of the Benefits Allowance referred to in Section 8(b) herein, which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period commencing beginning on the first business day immediately following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) subject to Section 21(k)(iii) herein, Executive shall receive, in substantially equal installments, in accordance with continued coverage during the Company’s regular payroll policies, an amount equal to period beginning on the lesser Date of Separation from Service and ending on the (x) the Safe Harbor Amount (as defined below) and second anniversary, if such Separation from Service occurs prior to a Change in Control, or (y) one-fourth (1/4th) third anniversary, if such Separation from Service occurs subsequent to a Change in Control, of the Severance (as defined below) (such lesser amount, the “Initial Severance Payment”); provided, that such payments shall commence on the 60th day following the Date of Separation from Service (the “Commencement DateSeverance Period”)) under the Company’s medical, provided, further, that dental and life insurance plans referred to in Section 8(a) (the first installment payment shall equal the sum of the installments that would have been made between “Continued Benefits”) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service in the same manner that Executive received such benefits during his employment, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Commencement DateCompany under the terms of such plans as in effect from time to time; and (C) to the extent applicable, the Options and other equity awards held by Executive shall vest and be exercisable in accordance with the terms and conditions of Section 7 of this Agreement. Executive shall not have a duty to mitigate the costs to the Company under this Section 10(f)(i), nor shall any payments from the Company to Executive of Base Salary be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. Notwithstanding anything in this Section 10(f)(i) to the contrary, (i) in the event of a termination of Executive’s employment with the Company upon Executive’s death or due to his Disability, any payments from the Company to Executive described in Section 10(f)(i)(A) shall be reduced by the value of any Company provided life and disability benefits Executive (or Executive’s estate in the case of his death) is entitled to receive in connection with such death or Disability, and (ii) should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, all similar health and medical benefits coverage provided by the Company to Executive shall immediately terminate. (ii) If Executive’s Separation from Service occurs due to (A) termination of Executive’s employment by the Company for Cause or (B) Executive’s resignation from his employment without Good Reason (including as a result of Executive’s election not to renew the Employment Period as described in Section 3 herein), in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. (iii) Except as specifically set forth in this Section 10(f), no termination payments or benefits or similar payments or benefits (including any payments or benefits under any otherwise applicable plan, policy, program or practice of the Company or its Affiliates) shall be payable to Executive or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without Cause Cause, as a result of the Company serving notice of non-renewal of the Employment Period as described in Section 3 herein or by Executive’s resignation from employment for Good Reason (including a deemed resignation as described in clause (iv) of Section 10(d)) during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of the Date of Separation from ServiceTermination, his (x) full Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 7(a9(a) and (z) payment for vacation time accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 8(f)(i)employment, provided that Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release All Claims substantially in the form approved by the CompanyCompany (except in the case of Executive’s death), Executive (or, following his death, Executive’s estate) shall be entitled to the following payments and benefits: (A) continued payments of an amount equal to (1x) during if such termination occurs prior to a Change in Control, two (2) times, or (y) if such termination occurs subsequent to a Change in Control, three (3) times, the period commencing on the first business day following sum of Executive’s Base Salary as of the Date of Separation from Service Termination and ending Executive’s Target Annual Bonus (as described in Section 6(i) herein), in each case payable in equal installments in accordance with the Company’s regular payroll policies, for the period beginning on the six (6) month anniversary of the Date of Separation Termination and ending on the one (1) year anniversary of the Date of Termination; (B) continued coverage during the period beginning on the Date of Termination and ending on the (x) second anniversary, if such termination occurs prior to a Change in Control or (y) third anniversary, if such termination occurs subsequent to a Change in Control, of the Date of Termination (the “Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 8(a) and continued payment during the Severance Period of the Benefits Allowance referred to in Section 8(b) (collectively, the “Continued Benefits”) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination in the same manner that Executive received during his employment, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from Servicetime to time; and (C) to the extent applicable, the Options and other equity awards held by Executive shall receive, in substantially equal installments, vest and be exercisable in accordance with the Company’s regular payroll policies, an amount equal terms and conditions of Section 7 of this Agreement. Executive shall not have a duty to mitigate the costs to the lesser Company under this Section 10(f)(i), nor shall any payments from the Company to Executive of Base Salary be reduced, offset or canceled by any compensation or fees earned by (xwhether or not paid currently) or offered to Executive during the Safe Harbor Amount Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. Notwithstanding anything in this Section 10(f)(i) to the contrary, (i) in the event of a termination of Executive’s employment with the Company upon Executive’s death or due to his Disability, any payments from the Company to Executive described in Section 10(f)(i)(A) shall be reduced by the value of any Company provided life and disability benefits Executive (or Executive’s estate in the case of his death) is entitled to receive in connection with such death or Disability, and (yii) oneshould Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, all similar health and medical benefits coverage provided by the Company to Executive shall immediately terminate. (ii) If the Company shall terminate Executive’s employment for Cause or Executive shall resign from his employment without Good Reason or as a result of Executive serving notice of non-fourth (1/4th) renewal of the Severance (Employment Period as defined below) (described in Section 3 herein, in any such lesser amountcase during the Employment Period, the “Initial Severance Payment”); providedCompany shall pay to Executive (or, that such payments shall commence on in the 60th day event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service Termination. (the “Commencement Date”iii) Except as specifically set forth in this Section 10(f), providedno termination payments or benefits or similar payments or benefits (including any payments or benefits under any otherwise applicable plan, furtherpolicy, that the first installment payment shall equal the sum program or practice of the installments that would have been made between Company or its Affiliates) shall be payable to Executive or in respect of Executive’s employment with the Date of Separation from Service and the Commencement Date; andCompany or its Affiliates.

Payments Upon Certain Terminations. (i) In Termination Prior to the Scheduled Expiration Date Due to the Executive’s Death or Disability, by the Company for Cause, or by the Executive Without Good Reason. Upon termination of the Employment Period prior to the Scheduled Expiration Date due to the Executive’s death or Disability, by the Company for Cause, or by Executive Without Good Reason, the Executive (or his estate as the case may be) shall be entitled to (1) payment of earned but unpaid base salary, if any, in accordance with Section 2(a) hereof and unreimbursed business expenses in accordance with Section 3(b) hereof; (2) any vested benefits as of the Date of Termination under any tax-qualified plan maintained, or contributed to, by the Capital One Group, the Executive Life Insurance Program (the “ELIP”) (or any successor death benefit program), the Excess Cash Balance Plan, the Excess Savings Plan, or any disability benefits program sponsored by the Capital One Group, in accordance with the terms and conditions of each such plan or program, and any benefit required by Section 4980B of the Code (“COBRA”); (3) the waiver by the Company of any obligation that the Executive might otherwise have pursuant to the terms and conditions of the EntrepreneurGrant V Agreement to reimburse the Company for any Foregone Compensation (as defined in the EntrepreneurGrant V Agreement); (4) other than in the event of Executive’s Separation from Service with the Company due to a termination of his employment the Employment Period by the Company for Cause in accordance herewith, (x) the benefit of the Company’s obligations with respect to certain gross-up payments set forth in Section 9 of the Amended and Restated Change of Control Employment Agreement dated as of January 25, 2000, by and between the Executive and the Company, which Section is made a part of this Agreement as though set forth herein (provided that the words “Anything in this Agreement to the contrary notwithstanding” shall be deleted from the beginning of Section 9(a) thereof) and (y) the Company’s payment, to the full extent permitted by law, of all legal fees and expenses which the Executive may reasonably incur solely as a result of any contest by the Executive about the amount of any payment pursuant to Section 4(g)(i)(4)(x) of this Agreement in which there is a reasonable basis for the claims or defenses asserted by the Executive and such claims and defenses are asserted by the Executive in good faith (regardless of the outcome thereof), plus interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; and (5) continued treatment of the EntrepreneurGrant I Options and the EntrepreneurGrant II Options in accordance with Section 2(d) and Section 2(f) hereof and the Continuing Options in accordance with Section 2(e) and Section 2(f) hereof; provided, however, that any termination of the Employment Period due to the Executive’s Disability shall be deemed to be a termination by reason of retirement on account of a Disability approved by the committee administering the Plan for purposes of determining the time period for exercising the EntrepreneurGrant I Options and the EntrepreneurGrant II Options. (ii) Termination of Employment Period on the Scheduled Expiration Date or Prior to the Scheduled Expiration Date by the Company Without Cause or Executive’s resignation from employment by the Executive for Good Reason during Reason. Upon termination of the Employment Period, Period on the Company shall pay to Executive, within thirty (30) days of the Scheduled Expiration Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive or prior to the Scheduled Expiration Date of Separation from Service that are subject to reimbursement pursuant to Section 7(aby the Company Without Cause or by the Executive for Good Reason: (1) and The Executive (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, or his estate in the event of Executive’s Separation from Service as described in this Section 8(f)(i), provided that Executive executes and delivers to his death after the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from ServiceTermination and prior to April 30, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive 2008) shall be entitled to the following severance payments and benefits: at an annualized rate of Seven hundred fifty thousand dollars (A) (1) during the period commencing on the first business day following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service$750,000), Executive shall receive, payable in substantially equal installments, installments in accordance with the Company’s regular payroll policiespractices applicable to salaries of senior executives, for the period beginning on the later of (x) the Date of Termination and (y) January 1, 2004 and ending on April 30, 2008. (2) In the event the Executive elects COBRA coverage in accordance with federal law, the Company will assume as of the Date of Termination the cost of the employer’s portion of the monthly premium and the 2% COBRA administrative fee (such amounts together, the “COBRA Subsidy”) for each of the eighteen (18) months the Executive and his eligible dependents are enrolled (the “COBRA Period”). The Executive will pay the remaining balance of the COBRA premium directly to the COBRA administrator. In the event the Executive elects COBRA coverage, the Company will continue the participation of the Executive and his eligible dependents in its group health plan, to the extent permitted by its terms, for the period commencing on the termination of the COBRA Period and ending on April 30, 2008, and will continue to pay an amount equal to the COBRA Subsidy toward the cost of such continued coverage for each month the Executive and his eligible dependents are enrolled. In the event the Executive’s (and that of his eligible dependents) continued participation in the Company’s group health plan is not permitted by its terms following the termination of the COBRA Period, for each month during the period commencing on the termination of the COBRA Period and ending on April 30, 2008 in which the Executive and his eligible dependents are not enrolled in such group health plan, the Company will pay to the Executive an amount equal to the COBRA Subsidy to assist the Executive in purchasing private medical insurance. Should the Executive become covered under another party’s health insurance plan or should the Executive die between the Date of Termination and April 30, 2008, all payments by the Company under this Section 4(g)(ii)(2) shall immediately be terminated. The Executive agrees to notify the Company of the date that he becomes covered under another party’s health insurance plan. (3) For the period commencing on the Date of Termination and ending on the earlier of (A) the date the Executive becomes eligible to receive coverage under a group life insurance program not sponsored by the Company and (B) April 30, 2008, the Executive shall continue to be eligible to participate in the Capital One Executive Life Insurance Program (the “ELIP”) based upon a deemed annual base salary rate of $750,000. During such period, the Company will continue to pay the employer portion of the premiums associated with the life insurance coverage under the ELIP and the Executive will be responsible for the employee portion of the premiums. The Executive will have ninety (90) days from the date the Company’s contributions end to determine whether to continue independently the life insurance coverage amount or a lesser amount under the ELIP in accordance with the terms of the ELIP. For such ninety (90) day period, the Executive shall be solely responsible for any premiums or other costs associated with his participation in the ELIP. In the event the Company replaces the ELIP with another death benefit program, the Company will provide coverage to the Executive under such death benefit program comparable to his coverage under the ELIP immediately prior to its replacement through the earlier of (x) the Safe Harbor Amount (as defined below) date the Executive becomes eligible to receive coverage under a group life insurance program not sponsored by the Company and (y) oneApril 30, 2008; provided that the Executive shall be responsible for the employee portion of any premiums or costs associated with such death benefit program in accordance with the terms and conditions thereof; provided further that if the Executive is not eligible to participate in such death benefit program, the Company shall otherwise arrange for comparable life insurance coverage and the Executive shall be responsible for any premiums or costs associated with such coverage comparable to the employee portion of premiums or costs under such death benefit program. In such case, when the Executive’s coverage ends pursuant hereto, the Company will provide the Executive with information regarding his choices for continuing coverage, if any, under such death benefit program. The Executive agrees to notify the Company immediately of the date that he becomes eligible to receive coverage under a group life insurance program not sponsored by the Company. (4) For the period commencing on the Date of Termination and ending on April 30, 2008, the Executive shall continue to be entitled to an annual allowance under the Executive Financial Service Program (“EFSP”) in an amount equal to the average annual cost of services the Executive received under the EFSP for the 2000, 2001 and 2002 calendar years. (5) For the period commencing on the Date of Termination and ending on April 30, 2008, the Company will continue to pay the monthly monitoring fee for the Executive’s home security system, if any, in accordance with the Company’s applicable policy. (6) For the period commencing on the Date of Termination and ending on April 30, 2008, the Company will continue to provide the Executive with a leased automobile (including payment of all reasonably related expenses and charges) in accordance with the Company’s applicable policy. (7) For the period commencing on the Date of Termination and ending on April 30, 2008, (A) in connection with the Executive’s home offices in the United States and the United Kingdom, the Company shall continue to provide reasonable maintenance and technical support of any existing office equipment and provide telephone and facsimile services, in all cases to the extent provided as of the Commencement Date, and (B) the Executive shall have access to the Company’s travel office for purposes of securing any then available discount for personal travel of the Executive and his family. (8) For the period commencing on the Date of Termination and ending on the earlier of (A) the date the Executive becomes a full-fourth time employee, consultant or independent contractor for an entity unrelated to the Capital One Group, (1/4thB) the retirement of such assistant from employment with the Capital One Group and (C) April 30, 2008, the Company shall provide the Executive with the full-time services of his current executive assistant (during which period such assistant shall continue to be an employee of the Company and remain on the payroll of the Company). (9) The Executive shall be entitled to (A) the waiver by the Company of any obligation that the Executive might otherwise have pursuant to the terms and conditions of the EntrepreneurGrant V Agreement to reimburse the Company for any Foregone Compensation (as defined in the EntrepreneurGrant V Agreement); (B) the benefit of the Company’s obligations with respect to certain gross-up payments set forth in Section 9 of the Amended and Restated Change of Control Employment Agreement dated as of January 25, 2000, by and between the Executive and the Company, which Section is made a part of this Agreement as though set forth herein (provided that the words “Anything in this Agreement to the contrary notwithstanding” shall be deleted from the beginning of Section 9(a) thereof); and (C) the Company’s payment, to the full extent permitted by law, of all legal fees and expenses which the Executive may reasonably incur solely as a result of any contest by the Executive about the amount of any payment pursuant to Section 4(g)(ii)(9)(B) of this Agreement in which there is a reasonable basis for the claims or defenses asserted by the Executive and such claims and defenses are asserted by the Executive in good faith (regardless of the outcome thereof), plus interest at the applicable federal rate provided for in Section 7872(f)(2) of the Severance Code. (10) The EntrepreneurGrant I Options and EntrepreneurGrant II Options (to the extent still outstanding) shall remain exercisable until July 30, 2004, upon which date such EntrepreneurGrant I Options and EntrepreneurGrant II Options shall expire (and during such time shall be treated in accordance with Section 2(f) hereof) and the Continuing Options shall be treated in accordance with Section 2(e) and Section 2(f) hereof. (11) The Executive shall be entitled to (A) payment of earned but unpaid base salary, if any, in accordance with Section 2(a) hereof and unreimbursed business expenses in accordance with Section 3(b) hereof, and (B) any vested benefits as defined below) (such lesser amount, the “Initial Severance Payment”); provided, that such payments shall commence on the 60th day following of the Date of Separation from Service Termination under any tax-qualified plan maintained, or contributed to, by the Capital One Group, the Excess Cash Balance Plan, the Excess Savings Plan, or any disability benefits program sponsored by the Capital One Group, in accordance with the terms and conditions of each such plan or program, and any benefit required by COBRA. (iii) Notwithstanding anything in this Agreement to the “Commencement Date”contrary, upon termination of the Employment Period for any reason (including its scheduled expiration) other than death, as a condition to the receipt of the payments and benefits described in Section 4(g)(i)(3) (in the case of a termination of the Employment Period prior to the Scheduled Expiration Date by the Company for Cause), provided, further, that Sections 4(g)(i)(3) and 4(g)(i)(4) (inclusive) (in the first installment payment shall equal the sum case of a termination of the installments that would Employment Period prior to the Scheduled Expiration Date due to the Executive’s Disability or by Executive Without Good Reason), and Sections 4(g)(ii)(1) through (9) (inclusive) (in the case of a termination of the Employment Period on the Scheduled Expiration Date or prior to the Scheduled Expiration Date by the Company Without Cause or by the Executive for Good Reason), the Executive shall be required to execute a Release of Claims Agreement in the form of Exhibit A attached hereto and such agreement shall have been made between become effective and irrevocable in accordance with its terms. (iv) Except as specifically set forth in this Section 4(g), the Date of Separation from Service Executive shall not be entitled to receive any payments or benefits under any Capital One Group plan, policy, program, practice, agreement or arrangement providing any bonus or incentive compensation or severance compensation or benefits (and the Commencement Date; andprovisions of this Section 4(g) shall supersede the provisions of any such plan, policy, program or practice) and no other amounts or benefits shall be due the Executive hereunder, other than pursuant to Section 18 hereof (to the extent applicable).

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 7(a8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 8(f)(i9(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (1x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period commencing beginning on the first business day immediately following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive shall receivefor such fiscal year had Executive remained employed for the entire fiscal year, in substantially equal installmentsdetermined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, in accordance with multiplied by (2) a fraction, the Company’s regular payroll policies, an amount numerator of which is equal to the lesser number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (xthe “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Safe Harbor Amount Company to its active executives, but in no event later than two and a half (as defined below21/2) and (y) one-fourth (1/4th) months following the end of the Severance applicable fiscal year in which such Annual Bonus was earned; (as defined belowC) (such lesser amountsubject to Section 20(k)(iii) herein, continued coverage during the “Initial Severance Payment”); provided, that such payments shall commence period commencing on the 60th day following Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Commencement DateSeverance Period”)) under the Company’s medical, provideddental and life insurance plans referred to in Section 7(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, furthersubject to timely payment by Executive of all premiums, that the first installment payment shall equal the sum contributions and other co-payments required to be paid by active senior executives of the installments Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Company; provided that would have been in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made between by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 9(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Commencement Date; andCompany to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 7(a10(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 8(f)(i11 (f)(i), provided that Executive executes and delivers to the CompanyCompany and does not revoke, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) (1) during During the period commencing on the first business day following the Date of Separation from Service and ending on the six (6) 30-month anniversary of the Date of Separation from Service, Service (the “Severance Period”) Executive shall receive, in substantially equal installments, in accordance with the Company’s regular payroll policiespolicies as in effect on the Date of Separation from Service but in no event less frequently than monthly, an aggregate amount equal to two and one-half times (2.5x) the Executive’s Base Salary as in effect on the Date of Separation from Service. Any amounts payable pursuant to this Section 11(f)(i) shall not be paid until the first scheduled payment date following the date the Separation Agreement and General Release is executed and no longer subject to revocation, with the first such payment being in an amount equal to the lesser total amount to which Executive would otherwise have been entitled during the period following the Date of (x) the Safe Harbor Amount (as defined below) and (y) one-fourth (1/4th) of the Severance (as defined below) (Separation from Service if such lesser amount, the “Initial Severance Payment”)delay had not been required; provided, however, that any such payments amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the regulations promulgated thereunder shall not commence on until the 60th day following the Date of Separation from Service to the extent necessary to avoid adverse tax consequences under Section 409A of the Code, and, if such payments are required to be so delayed, the first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the date of termination if such deferral had not been required. (2) subject to Section 22(k)(iii) herein, continued coverage during the “Commencement Date”period commencing on the Date of Separation from Service and ending on the one-year anniversary of the Date of Separation from Service under the Company’s medical, dental and life insurance plans referred to in Section 9 for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (3) At the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the one year period following the Separation of Service and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 11(f)(i), providednor shall any payments from the Company to Executive pursuant to this Section 11(f) be reduced, furtheroffset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 22(1) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the first installment payment shall Date of Separation from Service, but in no event later than two and a half (2 1/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. For purposes, of this Section 11(f)(ii), “Bonus Payment Date” means the date on which annual bonuses with respect to a fiscal year are actually paid by the Company to its active executives. For purposes of this Section 11(f)(ii), “Pro-Rata Bonus” means a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the sum product of (1) the installments Annual Bonus that would have been made between payable to Executive for such fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 4, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such fiscal year that preceded the Date of Separation from Service and the Commencement Date; anddenominator of which is equal to 365.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 7(a8(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 8(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (1x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 6(b), which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period commencing beginning on the first business day immediately following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive’s Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such product, the “Pro-Rata Bonus”) of (1) the Annual Bonus that would have been payable to Executive shall receivefor such fiscal year had Executive remained employed for the entire fiscal year, in substantially equal installmentsdetermined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 4, in accordance with multiplied by (2) a fraction, the Company’s regular payroll policies, an amount numerator of which is equal to the lesser number of days in such fiscal year that precede the Date of Separation from Service and the denominator of which is equal to 365, such amount to be payable to Executive on the date (xthe “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Safe Harbor Amount Company to its active executives, but in no event later than two and a half (as defined below21/2) and (y) one-fourth (1/4th) months following the end of the Severance applicable fiscal year in which such Annual Bonus was earned; (as defined belowC) (such lesser amountsubject to Section 19(k)(iii) herein, continued coverage during the “Initial Severance Payment”); provided, that such payments shall commence period commencing on the 60th day following Date of Separation from Service and ending on the one year anniversary of the Date of Separation from Service (the “Commencement DateSeverance Period”)) under the Company’s medical, provideddental and life insurance plans referred to in Section 6(a) for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, furthersubject to timely payment by Executive of all premiums, that the first installment payment shall equal the sum contributions and other co-payments required to be paid by active senior executives of the installments Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that would have been in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made between by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 8(f)(i), nor shall any payments from the Company to Executive of pursuant to this Section 8(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 19(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Commencement Date; andCompany to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company that includes the Date of Separation from Service, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. (iii) Except as specifically set forth in this Section 8(f), no termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive's employment by the Company Without Cause or Executive’s resignation from a termination by Executive of his employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive, 's estate) within thirty (30) 30 days of the Date of Separation from Service, Termination his (x) full Base Salary through the Date of Separation from Service, to the extent not previously paidTermination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 7(a6(b) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (zy), collectively the “"Accrued Obligations”"). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 8(f)(i)'s employment, provided that Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination Claims in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the a form approved by acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) (1) during the period commencing on the first business day following the Date of Separation from Service and ending on the six (6) month anniversary continued payments of the Date of Separation from ServiceBase Salary, Executive shall receive, payable in substantially equal installments, installments in accordance with the Company’s 's regular payroll policies, for the period beginning on the Date of Termination and ending on February 28, 2005 (the "Severance Period"); (B) payment of an amount equal to the lesser aggregate of the unpaid Bonuses provided in Section 4(a), such amount to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination; and (xC) continued coverage during the Safe Harbor Amount Severance Period under the Company's medical and dental insurance plans referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by senior executives of the Company under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to the Company under this Section 7 (f) (i), nor shall any payments from Company to Executive be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) and (y) one-fourth (1/4th) of for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive benefits coverage by a subsequent employer during the Severance Period, all health and medical benefits coverage provided by the Company to Executive shall immediately terminate. (as defined belowii) (If Executive's employment shall terminate upon his death or Disability or if the Company shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason in any such lesser amountcase during the Employment Period, the “Initial Severance Payment”); providedCompany shall pay to Executive (or, that such payments shall commence on in the 60th day event of Executive's death, to his estate) the Accrued Obligations within 30 days following the Date of Separation from Service Termination. (the “Commencement Date”iii) Except as specifically set forth in this Section 7(f), providedno benefits payable to Executive under any otherwise applicable plan, furtherpolicy, that the first installment payment shall equal the sum program or practice of the installments Company or its Affiliates in which Executive was a participant during his employment with the Company or its Affiliates shall be limited by this Section 7(f), provided that would have been made between the Date of Separation from Service Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation or severance compensation or benefits (and the Commencement Date; andprovisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice).

Payments Upon Certain Terminations. (i) In consideration of the event of covenants set forth Section 6(g) below, and provided that Executive remains in full compliance with the post-employment undertakings set forth in herein, if Executive's employment is terminated by Employer Without Cause, or if Executive terminates Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment PeriodReason, the Company Employer shall pay or provide to Executive, within thirty as severance payments and benefits (30collectively, “Severance”), the following: A. Executive shall receive his Base Salary for the period from the Date of Termination (as defined in Section 6(h) days below) through the expiration of the Severance Period as set forth on Section 4 of “Attachment A,” which amount shall be paid in semi-monthly installments as provided in Section 2 above; B. Executive shall receive the product of: (i) the amount of incentive compensation that would have been payable to Executive pursuant to Sections 3(a), 3(c) and the Annual Incentive Compensation Plan for the calendar year in which his employment terminates with achievement of performance objectives determined as of the Date of Separation from ServiceTermination, his multiplied by (xii) a fraction, the numerator of which is equal to the number of days in such calendar year that precede the Date of Termination and the denominator of which is 365; C. Executive shall be entitled to continued participation in Employer's group medical benefits plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), at Employer's expense, until the earlier of (i) the conclusion of the Severance Period and (ii) the date on which Executive first becomes eligible for substantially equivalent insurance coverage provided by any other entity following termination; provided, however, that in the event Employer cannot reasonably provide Executive and Executive’s dependents with coverage under Employer's group medical benefits plan for the full Severance Period, Employer may provide coverage under one or more alternative plans or arrangements providing substantially equivalent coverage to the coverage then being provided to active employees and their dependants under Employer's group medical benefits plan. (ii) If Executive’s employment hereunder is terminated due to Executive’s death or Disability, or if Employer terminates Executive's employment for Cause, Employer shall pay Executive Executive’s Base Salary through the Date of Separation from ServiceTermination, plus, in the case of termination upon Executive's death or Disability, a pro-rata amount of incentive compensation pursuant to the extent not previously paid, Annual Incentive Compensation Plan calculated in the same manner as Section 6(f)(i)(B) above (y) reimbursement for but excluding any unreimbursed business expenses incurred time between the onset of a physical or mental disability that prevents the performance by Executive prior to of Executive’s duties hereunder and the resulting Date of Separation from Service that are subject to reimbursement pursuant to Section 7(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”Termination). In additionthese circumstances, Executive shall not be entitled to any severance compensation under any severance compensation plan of Employer; provided, however, that other than severance compensation, any benefits payable to or in respect of Executive under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. Any payments required to be made on account of Executive's death or Disability shall be made to Executive (or Executive’s designated beneficiary in the case of death) no later than two and one-half (2 1/2) months following the end of the calendar year in which Executive's employment terminates on account of death or Disability. (iii) Notwithstanding anything to the contrary in this Agreement, in the event of Employee's voluntary termination without Good Reason or Executive’s Separation from Service as described in this Section 8(f)(i)termination for Cause, provided that Executive executes and delivers Employer shall have the right to the Company, within the applicable continue to pay Employee's Base Salary for a period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty up to twelve (6012) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) (1) during the period commencing on the first business day months following the Date of Separation from Service and ending on Termination (which period shall also be referred to as the six (6) month anniversary of the Date of Separation from ServiceSeverance Period), Executive shall receive, paid in substantially equal installments, semi-monthly installments as provided in accordance Section 2 in exchange for Executive’s compliance with the Company’s regular payroll policies, an amount equal to the lesser of (x) the Safe Harbor Amount (as defined below) and (y) one-fourth (1/4th) of the Severance (as defined below) (such lesser amount, the “Initial Severance Payment”); provided, that such payments shall commence on the 60th day following the Date of Separation from Service (the “Commencement Date”), provided, further, that the first installment payment shall equal the sum of the installments that would have been made between the Date of Separation from Service and the Commencement Date; andcovenants contained herein.

Payments Upon Certain Terminations. (i) In the event of If Executive’s Separation from Service with the Company due to a termination of his employment is terminated by the Company Employer Without Cause or ExecutiveExecutive terminates his employment for Good Reason, Employer shall pay or provide to Executive as severance payments and benefits the following: A. Executive shall receive his Base Salary for the period from the Date of Termination (as defined in Section 7(h) below) through the expiration of the Severance Period as set forth on Section 4 of Attachment A, paid in semi-monthly installments as provided in Section 3; B. Executive shall receive the product of (i) the amount of incentive compensation that would have been payable to Executive pursuant to Sections 4(a), 4(c) and the Annual Incentive Compensation Plan for the calendar year in which his employment terminates with achievement of performance objectives determined as of the Date of Termination, multiplied by (ii) a fraction, the numerator of which is equal to the number of days in such calendar year that precede the Date of Termination and the denominator of which is 365; C. continuation of participation in Employer’s resignation from group medical plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at Employer’s expense until the earlier of the conclusion of the Severance Period and the date on which Executive first becomes eligible for substantially equivalent insurance coverage provided by any other entity following termination; provided, however, that in the event Employer cannot reasonably provide Executive and his dependents with coverage under Employer’s Group Benefits Plan for the full Severance Period, Employer may provide coverage under one or more alternative plans or arrangements providing substantially equivalent coverage to the coverage then being provided to active employees and their dependants under Employer’s group benefits plan; and D. a pro-rated acceleration of the next installment in the equity vesting schedule set forth in Section 4(b) following termination based on the number of days Executive worked in the applicable twelve (12) month vesting period in which termination occurs. By way of example, if Executive is terminated by Employer without Cause or Executive terminates his employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of and the Date of Separation from ServiceTermination is half way through the second twelve (12) month vesting period, Executive will previously have vested in 15% on the first anniversary and will be vested in 50% (representing the half-year worked) of the 20% vesting amount for the second year. (ii) Upon his (x) death or Disability or if Employer terminates Executive’s employment for Cause, Employer shall pay Executive his Base Salary through the Date of Separation from ServiceTermination, plus, in the case of termination upon Executive’s death or Disability, a pro-rata amount of incentive compensation pursuant to the extent not previously paid, Annual Incentive Compensation Plan calculated in the same manner as Section 7(f)(i)(B) above (y) reimbursement for but excluding any unreimbursed business expenses incurred time between the onset of a physical or mental disability that prevents the performance by Executive prior of his duties hereunder and the resulting Date of Termination). Executive shall not be entitled to severance compensation under any severance compensation plan of Employer; provided, however, that other than severance compensation, any benefits payable to or in respect of Executive under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. Any payments required to be made on account of Executive’s death or Disability shall be made to Executive or his designated beneficiary in the case of death no later than two and one-half (21/2) months following the end of the calendar year in which Executive’s employment terminates on account of death or Disability. Finally, Executive or his designated beneficiary in the case of death shall be entitled to the Date of Separation from Service that are subject to reimbursement equity vested pursuant to Section 7(a4(b). (iii) and (z) payment for vacation time accrued as of Notwithstanding anything to the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In additioncontrary in this Agreement, in the event of ExecutiveEmployee’s Separation from Service voluntary termination without Good Reason or his termination for Cause, Employer shall have the right to continue to pay Employee’s Base Salary for a period of up to twelve (12) months following the Date of Termination (which period shall also be referred to as described in this Section 8(f)(ithe Severance Period), paid in semi-monthly installments as provided that Executive executes in Section 3, in exchange for Employee’s compliance with the covenants contained in Sections 9, 10 and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company1l. Finally, Executive shall be entitled to the following payments and benefits: (A) (1) during the period commencing on the first business day following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service, Executive shall receive, in substantially equal installments, in accordance with the Company’s regular payroll policies, an amount equal equity vested pursuant to the lesser of (x) the Safe Harbor Amount (as defined below) and (y) one-fourth (1/4th) of the Severance (as defined below) (such lesser amount, the “Initial Severance Payment”Section 4(b); provided, that such payments shall commence on the 60th day following the Date of Separation from Service (the “Commencement Date”), provided, further, that the first installment payment shall equal the sum of the installments that would have been made between the Date of Separation from Service and the Commencement Date; and.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his Executive’s employment by the Company Without Cause or by Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive (or, following his death, to Executive’s estate), within thirty (30) days of the Date of Separation from ServiceTermination, his (x) his Base Salary through the Date of Separation from ServiceTermination, to the extent not previously paid, ; (y) the pro-rata amount of the Annual Bonus (based on the amount paid for the previous year) which is accrued through the date of termination; and (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service Termination that are subject to reimbursement pursuant to Section 7(a) the terms hereof, and (z) payment for vacation paid time off accrued as of the Date of Separation from Service Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s Separation from Service as described in this Section 8(f)(i)employment, provided that if Executive executes and delivers to the Company, within the applicable period Company a Release and Discharge of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release All Claims substantially in the form approved by attached hereto (“Release”) within thirty (30) days after the CompanyDate of Termination, Executive shall be entitled to the following payments and benefits:benefits (provided, however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): (A) the Executive’s Base Salary (at the Base Salary being paid on the Date of Termination), for the longer of: (x) the remaining Employment Period (assuming Executive’s employment had not terminated) or (y) one (1) during year (the period commencing on the first business day following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service“Severance Period”), Executive shall receive, payable in substantially equal installments, installments in accordance with the Company’s regular payroll policiespolicies for one year after the Date of Termination, an with the first installment being paid on the Company’s regular pay date following the date which is thirty (30) days after the Date of Termination (the “Payment Commencement Date”) (with the first installment being the sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date and with subsequent installments being based on the Base Salary), and with the balance, if any, being paid pursuant to a lump sum payment on the one year anniversary date of the Date of Termination; and (B) the Executive’s Annual Bonus (at the amount equal of the Annual Bonus paid to the lesser Executive for the year prior to the Date of Termination) which would have been paid to the Executive had Executive’s employment continued for the Severance Period, duly apportioned for any partial year, such amount to be payable to Executive on the one year anniversary date of the Date of Termination; and (xC) the Safe Harbor Amount Executive shall automatically vest in all employee welfare and benefit plans in which the Executive was participating as of the Date of Termination and such benefits shall be paid to Executive in accordance with the terms of such plans; and (D) the Company shall provide outplacement services to Executive for up to ninety (90) days. Executive shall not have a duty to mitigate the costs to the Company under this Section 8(f)(i), nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer or other Person (as defined below in Section 18(k) below) and (y) one-fourth (1/4th) for which Executive performs services, including, but not limited to, consulting services. The foregoing shall not relieve Executive of the Severance non-competition prohibitions provided in Section 10 below. (as defined belowii) (If Executive’s employment shall terminate upon his death or due to Executive’s Disability or Executive shall resign from his employment without Good Reason, in any such lesser amountcase during the Employment Period, the “Initial Severance Payment”); providedCompany shall pay to Executive (or, that such payments shall commence on in the 60th day event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days following the Date of Separation from Service Termination. If the Company shall terminate Executive’s employment for Cause, the Company shall pay Executive the termination benefits, as provided in clauses (the “Commencement Date”x) and (z) of Section 8(f)(i). (iii) Except as specifically set forth in this Section 8(f), providedno termination benefits shall be payable to or in respect of Executive’s employment with the Company or its Affiliates. (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, furtherany amounts owing by the Executive to the Company, that the first installment payment shall equal the sum of the installments that would have been made between the Date of Separation from Service and the Commencement Date; andwhether pursuant to this Agreement or otherwise.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 7(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of Executive’s Separation from Service as described in this Section 8(f)(i), provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) (1) during the period commencing on the first business day following the Date of Separation from Service and ending on the six (6) month anniversary of the Date of Separation from Service, Executive shall receive, in substantially equal installments, in accordance with the Company’s regular payroll policies, an amount equal to the lesser of (x) the Safe Harbor Amount (as defined below) and (y) one-fourth (1/4th) of the Severance (as defined below) (such lesser amount, the “Initial Severance Payment”); provided, that such payments shall commence on the 60th day following the Date of Separation from Service (the “Commencement Date”), provided, further, that the first installment payment shall equal the sum of the installments that would have been made between the Date of Separation from Service and the Commencement Date; and