Common use of Payments Upon Termination Clause in Contracts

Payments Upon Termination. If required pursuant to Section 3(c) hereof, the Company will pay to the Employee as compensation for services rendered: (a) Not later than the 5th day after the Date of Termination, the Employee's Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or any

Payments Upon Termination. If required pursuant to Section 3(c) hereof, the Company will pay to the Employee as compensation for services rendered: (a) Not later than the 5th day after the Date of Termination, the Employee's Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee Agreement is terminated involuntarily by the Company other than for Causeany reason set forth in Section 7, the then Employee shall be entitled to receive all (i) his earned but unpaid Base Salary through the date of the payments termination, (ii) any accrued and benefits provided unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04, and (iv) any earned but unpaid bonus pursuant to Section 4.02 for in Sections 2(a) and 2(b) hereofthe calendar year prior to termination to the extent not yet paid when due (together, except that all references to "12 months" shall read "24 months"the “Accrued Compensation”). (b) If Employee’s employment is terminated pursuant to Section 7.01(a) or (d) and provided that Employee shall have executed and delivered to the Company the a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive either (i) In the event that any payment or benefit received or to be received by the if Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement has been an employee of the Company or its affiliates for less than two years prior to the date of termination, continuation of the Base Salary for up to six (6) months from the date of termination, payable in six equal monthly installments in accordance with the Company’s regular payroll practices, and reimbursement, up to a maximum of six (6) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; or (ii) if Employee has been an employee of the Company or its affiliates for at least two years prior to the date of termination, an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices, and reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any.

Payments Upon Termination. If required (a) Upon termination of this Agreement and Executive’s employment hereunder due to Executive’s death or disability pursuant to Section 3(c4(a) hereof, the Company will pay to Executive (or the Employee as compensation for services rendered: (a) Not later than Executive’s estate or beneficiaries in the 5th day after the Date of Termination, the Employee's Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as case of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period death of the earlier to occur of thirty-six (36Executive) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive (i) any compensation earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (ii) an amount equal to 2.0 times the highest annualized Base Salary amount paid to Executive in any fiscal quarter in the most recent 6 fiscal quarters prior to the date of Termination; and (iii) immediate vesting of all options due to be vested in the current Agreement year and the following two quarters; and (iv) payment of Other Benefits (3c) consistent with employment for a period of 12 months; and (v) an amount equal to the greater of the most recent Annual Bonus earned or the estimated annualized bonus of the current Annual Bonus period. If, after the Effective Date, the Executive is covered by a formal Company death and/or disability benefit plan, respectively, the terms and payments of the plan(s) will supercede and replace (i) through (v) above. The Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits provided hereunder, or any other rights hereunder (b) Upon termination of this Agreement and Executive’s employment hereunder by the Company for in Sections 2(aCause or by Executive other than for Good Reason, (i) the Company shall pay to Executive an amount equal to Executive’s then Base Salary (if any) and 2(bother benefits (including any bonus for a calendar year completed before termination) hereof, except that all references earned and accrued under this Agreement prior to "12 months" the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) and (ii) the Executive shall read "24 months"have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment. (c) Upon termination of this Agreement and Executive’s employment hereunder (i) In by the event that Company without Cause or (ii) by Executive for Good Reason, the Company shall pay to Executive (A) an amount equal to Executive’s then Base Salary (if any) and other benefits (including any payment or benefit received or bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (B) an amount equal to 2.0 times the highest annualized Base Salary amount paid to Executive in any fiscal quarter in the most recent 6 fiscal quarters prior to the date of Termination; and (C) immediate vesting of all options due to be received by vested in the Employee pursuant current Agreement year and the following two quarters; and (D) payment of Other Benefits (3c) consistent with employment for a period of 12 months; and (E) an amount equal to the greater of the most recent Annual Bonus earned or the estimated annualized bonus of the current Annual Bonus period. The Executive shall have no further rights to any other compensation or benefits under this Agreement on or after the termination of employment. (d) Nothing contained in this Section 5 shall affect the terms of any employee stock options, stock grants, or other equity-based compensation that may have been issued by the Company to Executive, which in the event of termination of Executive’s employment with the Company shall continue to be governed by their own terms and conditions. (e) Unless the payment is required to be delayed pursuant to Code Section 409A (as defined below), the cash amounts payable to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) under this Section 6 shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) in a single-sum payment within 60 days following the effective date of termination of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or anyand Executive’s employment hereunder.

Payments Upon Termination. If required pursuant to Section 3(c) hereof, the Company will pay to the Employee as compensation for services rendered: (a) Not later than the 5th day after the Date of Termination, the Employee's Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee Agreement is terminated involuntarily by the Company other than for Causeany reason set forth in Section 7, the then Employee shall be entitled to receive all (i) his earned but unpaid Base Salary through the date of the payments termination, (ii) any accrued and benefits provided unused vacation or paid time off through the date of termination, (iii) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.06, and (iv) any earned but unpaid bonus pursuant to Section 4.02 and 4.03 for in Sections 2(a) and 2(b) hereofthe calendar year prior to termination to the extent not yet paid when due (together, except that all references to "12 months" shall read "24 months"the “Accrued Compensation”). (b) If Employee’s employment is terminated pursuant to Section 7.01(a) or (d) and provided that Employee shall have executed and delivered to the Company the a release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive either (i) In the event that any payment or benefit received or to be received by the if Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement has been an employee of the Company or its affiliates for less than two years prior to the date of termination, continuation of the Base Salary for up to six (6) months from the date of termination, payable in six equal monthly installments in accordance with the Company’s regular payroll practices, and reimbursement, up to a maximum of six (6) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; or (ii) if Employee has been an employee of the Company or its affiliates for at least two years prior to the date of termination, an amount equal to continuation of the Base Salary for up to twelve (12) months from the date of termination, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices, and reimbursement, up to a maximum of twelve (12) months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any.

Payments Upon Termination. If required pursuant to In the event this Agreement and the Executive’s employment with the Company is terminated by the Executive with Good Reason under Section 3(c5(b), by the Company without Cause under Section 5(d) hereofor by the Executive under the circumstances described under Section 5(e), the Company will pay to the Employee as compensation for services renderedExecutive shall be entitled to: (a) Not later than the 5th day after the Date of Termination, the Employee's all accrued but unpaid Base Salary through to the Date Termination Date; (b) all accrued but unpaid vacation pay to the Termination Date; (c) payment equal to twenty-four (24) months’ Base Salary; (d) payment equal to the previous two (2) years’ bonuses paid to the Executive, plus a prorated portion of Terminationany bonus for the year of the Executive’s termination in an amount as provided under the applicable bonus plan of the Company, assuming a payment at the Target Percentage of 100%. If a bonus payment was not paid to the Executive in any of those previous two (2) years, the amount for this section will be calculated on the assumption that the bonus paid for any unpaid year was paid at the Target Percentage of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan100%; and (e) five percent (5%) of the amount paid pursuant to Section 6(a) as compensation for the loss of employment benefits. Prior to, and as a condition to, receiving the payments in Section 6 (other than payments pursuant to Sections 6(a) and (b) If the Date of Termination is within twelve (12) months following a Change in Control)), the Employee Executive agrees to execute a full and final release in favor of the Company, in a form satisfactory to the Company, not later than fifteen (15) days following the Termination Date. The above amounts will be paid in a single lump sum not later than fifteen (15) days of the Termination Date subject to the fulfillment of the provision of a full and final release, provided, however, if such 15-day period begins in one taxable year and ends in a second taxable year, the payment date shall also receive be deemed to be the following: later of (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times first business day in the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding following the year in which the Date of Termination occurs, Executive’s “separation from service” occurs or (yii) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety last day of such fiscal year was the same as performance relative 15-day period. The payments referred to plan year to date as of the Date of Termination, or (z) the average bonus actually paid in this Section 6 shall not be subject to the Employee for requirement of mitigation, nor reduced by any actual mitigation by the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments Executive and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount are inclusive of any contributions to termination and/or severance payments that may be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Terminationrequired under employment standards legislation. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or any

Payments Upon Termination. If required pursuant Payments to Section 3(c) hereof, the Company will pay Employee upon termination shall be limited to the Employee as compensation for services renderedfollowing: (a) Not later If Employee is terminated due to (i) death pursuant to 15(a), (ii) Total Disability pursuant to Section 15(b), (iii) voluntary resignation pursuant to Section 15(c) other than for Good Reason, (iv) dissolution and liquidation of the 5th day after the Date Corporation pursuant to Section 15(d), or (v) for Cause pursuant to Section 15(e), Employee shall be entitled to all arrearages of Termination, the Employee's Base Salary through the Date of Termination, the amount of Termination plus any accrued annual incentive bonus earned but unused FTO or vacation time not paid prior to which the employee is entitled through the Date of TerminationTermination (collectively, and any amounts the “Accrued Obligations”) payable in accordance with the Corporation’s customary policies as in effect from time to time but shall not be paid entitled to the Employee pursuant to any deferred compensation plan; andfurther compensation. (b) If Employee is terminated by the Date of Termination is within twelve Corporation without Cause, or Employee terminates his employment for Good Reason, then, in exchange for Employee executing a full and final Release (12as defined in Section 16(c) months following a Change in Controlbelow), the Corporation shall pay to Employee shall also receive the following: (i) no later than ten all Accrued Obligations and (10ii) days after severance equal to the sum of (A) 12 months’ salary at the rate in effect on the date of termination (or, if the Employee has terminated his employment for Good Reason due to a reduction in Base Salary, his Base Salary prior to such Date of Terminationreduction), a lump sum payment plus (minus withholdings and other required deductionsB) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control ’s target annual bonus for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable pro-rated for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety portion of such fiscal year was the same as performance relative that elapsed prior to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year which amount shall be payable in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to longequal bi-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the weekly installments over a period of the earlier to occur of thirty-six (36) 12 months following the Date of Termination or in accordance with the Corporation’s regular payroll pay practices, with the first installment to be paid on the date that is 60 days following the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Employee’s Date of Termination and all contributions the first such payment to the Company's 401k and "cafeteria" benefit plan shall stop as of include any unpaid amounts accrued from the Date of Termination. (2c) In addition Notwithstanding any provision to the lump sum payment of the monthly automobile allowancecontrary in this Agreement, for the period of thirty-six (36) months following the Date of Termination the Employee no amount shall be entitled paid pursuant to continue to receive reimbursement for items such as automobile maintenanceSection 16(b)(ii) above unless, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately on or prior to the Change in Control; or (c) If during the next twelve (12) months 60th day following the first anniversary date of the Change in ControlEmployee’s Date of Termination, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all an effective general release of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement claims agreement (the "Contract Payments"“Release”) or of in substantially the form attached hereto as Exhibit B has been executed by Employee and remains effective on such date and any other plan, arrangement or agreement of the Company (or anyapplicable revocation period thereunder has expired.

Payments Upon Termination. If required pursuant to Section 3(c) hereof, the Company will pay to the Employee as compensation for services rendered: (a) Not later than the 5th day after the Date of Termination, the Employee's Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or anyany affiliate) ("Other Payments" and, together with the Contract Payments, the

Payments Upon Termination. (a) If required pursuant to Section 3(cthe Executive's employment hereunder terminates by reason of: (i) hereofresignation by the Executive without Good Reason (as defined below) or abandonment by the Executive of his employment, (ii) Termination by the Company will For Cause (as defined below), or (iii) the Executive's death or Disability (as defined below), then the Company shall pay to the Employee Executive or his beneficiary or his estate, as compensation for services rendered: (a) Not later than the 5th day after the Date of Terminationcase may be, the Employee's his Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; andTermination Date. (b) If the Date Executive's employment hereunder terminates on or before the expiration of Termination is within twelve the Initial Employment Period (12the "Initial Employment Period" hereunder being the period from January 1, 1997 through December 31, 1999) months following a Change in Control, the Employee shall also receive the following: by reason of: (i) no later termination by the Company other than ten Termination by the Company For Cause, or (10ii) days resignation by the Executive for Good Reason, then the Company shall pay to the Executive in 24 equal monthly installments after such the Termination Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three the sum of (1) two multiplied by the Executive's Base Salary as of the Termination Date, plus (2) two multiplied by the average of the annual Bonus Awards paid to the Executive for the two fiscal years immediately preceding the Termination Date (or, if an annual Bonus Award has been paid to the Executive for only the fiscal year ending on February 28, 1998, then the amount of such award shall be used in lieu of calculating an average), plus (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3A) times the greater of (xI) 65 percent of the Executive's Base Salary as of the Termination Date, or (II) the bonus, if any, that was actually paid to amount of the Employee Executive's actual annual Bonus Award for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occursDate, (yB) multiplied by a fraction, (I) the percentage numerator of maximum bonus otherwise payable for which shall be the actual number of full fiscal year in which weeks between the Date of Termination occurs assuming performance relative to plan for the entirety start of such fiscal year was and the same as performance relative Termination Date, and (II) the denominator of which shall be 52. For purposes of calculating the average of such annual Bonus Awards under this Section 6(b) only, the amount included for the fiscal year ending on February 28, 1998 shall be the greater of 65 percent of the Executive's Base Salary at the end of such fiscal year or the actual annual Bonus Award paid to plan year him for such fiscal year. (c) If the Executive's employment hereunder terminates after the expiration of the Initial Employment Period by reason of: (i) termination by the Company other than Termination by the Company For Cause, (ii) resignation by the Executive for Good Reason, or (iii) expiration of the Employment Period, then the Company shall pay to date the Executive in 18 equal monthly installments after the Termination Date an amount equal to the sum of (1) one and one-half multiplied by the Executive's Base Salary as of the Date of TerminationTermination Date, or plus (z2) one and one-half multiplied by the average bonus actually of the annual Bonus Awards paid to the Employee Executive for the five three fiscal years immediately preceding the year in which Termination Date (or, if annual Bonus Awards have been paid to the Date Executive for only two fiscal years, then such average shall be calculated using the annual Bonus Awards for such two fiscal years), plus (3) an amount equal to (A) the greater of (I) 65 percent of the Executive's Base Salary as of the Termination occurs Date, or (II) the amount of the Executive's actual annual Bonus Award for the purpose fiscal year immediately preceding the Termination Date, (B) multiplied by a fraction, (I) the numerator of which shall be the actual number of full weeks between the start of such fiscal year and the Termination Date, and (II) the denominator of which shall be 52. (d) Notwithstanding the foregoing provisions of this Section 4(b)(ii6, if the Executive's employment hereunder is terminated by the Company following a Change of Control (as defined below), " bonusor if the Executive elects to resign his employment with the Company for any reason within 180 days after the effective date of a Change of Control, then the Company shall pay to the Executive in 36 equal monthly installments after the Termination Date an amount equal to the sum of (1) three multiplied by the Executive's Base Salary as of the Termination Date, plus (2) three multiplied by the average of the annual Bonus Awards paid to the Executive for the three fiscal years immediately preceding the effective date of the Change of Control (or, if annual Bonus Awards have been paid to the Executive for only two fiscal years, then such average shall be calculated using the annual Bonus Awards for such two fiscal years, or if an annual Bonus Award has been paid to the Executive for only the fiscal year ending on February 28, 1998, then the amount of such award shall be used in lieu of calculating an average), plus (3) an amount equal to the greater of (A) 65 percent of the Executive's Base Salary as of the Termination Date, or (B) the amount of the Executive's actual annual Bonus Award for the fiscal year immediately preceding the Termination Date. For purposes of calculating the average of such annual Bonus Awards under this Section 6(d) only, the amount included for the fiscal year ending on February 28, 1998 shall be the greater of 65 percent of the Executive's Base Salary at the end of such fiscal year or the actual annual Bonus Award paid to him for such fiscal year. (e) "Termination by the Company For Cause" shall include regular annual bonus paymentsmean the Executive's employment termination for: (i) a persistent failure by the Executive to perform the duties and responsibilities of his employment hereunder, annual PIC bonus payments, annual super performance bonus payments which failure is willful and any other designated annual deliberate on the Executive's part and is not remedied by him in a reasonable period of time after the Executive's receipt of written notice from the Company of such failure; (as opposed ii) an act or acts of dishonesty undertaken by the Executive and intended to long-term) bonus payments)result in substantial gain or personal enrichment of the Executive at the expense of the Company; and (iii) commencing upon unlawful conduct or gross misconduct that is willful and deliberate on the Date of Termination: (1) All Other Benefits that were Executive's part and that, in effect and in which the Employee participated immediately prior to the Change in Controleither event, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions is materially injurious to the Company's 401k and "cafeteria" benefit plan shall stop as ; or (iv) the conviction of the Date Executive of Termination. a felony. (f) "Good Reason" for resignation by the Executive shall mean his resignation because of: (i) the removal of the Executive as Chairman of the Board, President, or Chief Executive Officer of the Company by action of the Company's Board; (ii) the assignment to the Executive of any duties and responsibilities that are substantially inconsistent with or materially diminish the Executive's position as Chairman of the Board, President and Chief Executive Officer of the Company; (iii) a material reduction of the Executive's Base Salary, or material modifications to the Incentive Plan, the Stock Plan (or any similar stock option plan), or the MBP that amount to a material reduction in the Executive's total compensation hereunder; (iv) a requirement that the Executive be based at any office or location more than 50 miles from downtown Minneapolis, Minnesota; or (v) any purported termination of the Executive's employment by the Company except as expressly permitted by the provisions of this Agreement. (g) "Change of Control" shall mean: (i) The acquisition by any individual, entity, or group (within the meaning of Section 13 (d) (3) or 14 (d) (2) In addition to the lump sum payment of the monthly automobile allowanceSecurities Exchange Act of 1934, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement amended (the "Contract PaymentsExchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of any other plan, arrangement or agreement either (A) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or any(B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this Section 6 (g)(i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B), and (C) of Section 6 (g)(iii) hereof; or (ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) Consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. (h) "Disability" shall mean the inability of the Executive to perform the duties and responsibilities of his employment hereunder by reason of his illness or other physical or mental impairment or condition, if such inability continues for an uninterrupted period of 90 days or more. A period of inability shall be "uninterrupted" unless and until the Executive returns to full-time work for a continuous period of at least 30 days.

Payments Upon Termination. If required pursuant to Section 3(c) hereof, the Company will pay to the Employee as compensation for services rendered: (a) Not later than If FDMS terminates this Agreement under Section 9.1 due to a default of Customer at any time prior to the 5th day after expiration of the Date of TerminationTerm, the Employee's Base Salary through the Date of TerminationCustomer and FDMS agree that, the amount of any accrued but unused FTO or vacation time based on economic assumptions material to which the employee is entitled through the Date of Terminationeach party, Customer shall make a compensatory payment to FDMS. Such compensatory payment shall be made by Customer upon termination by FDMS, and any amounts prior to be paid to Deconversion, and shall equal the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the followingsum of: (i) no later the product of (1) the Year 1 Minimum Authorizations, Year 2 Minimum Authorizations, Year 3 Minimum Authorizations, Year 4 Minimum Authorizations or the Minimum Authorizations, as applicable, as set forth in Section 4.4 of this Agreement, for the Processing Year in which the termination occurs (after crediting Customer for any Authorizations processed by FDMS in such Processing Year), multiplied by (2) ($[****]); plus (ii) the sum of the present values of a payment in each full Processing Year (other than ten (10the year of termination) days after such Date which remains during the Term of Termination, a lump sum payment (minus withholdings and other required deductions) of this Agreement in an amount equal to the product of (1) the Year 1 Minimum Authorizations, Year 2 Minimum Authorizations, Year 3 Minimum Authorizations, Year 4 Minimum Authorizations and the Minimum Authorizations, as applicable, as set forth in Section 4.4 of this Agreement, multiplied by (2) [****] cents [****]; plus (iii) the amount of [****]. (b) In determining the present value of the amount set forth in (a)(ii) above, an interest rate equal to the three (3) times the Employee's Base Salarymonth Treasury B▇▇▇ Rate, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control as quoted by The Wall Street Journal for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in date on which the Date of Termination termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or if not available on the date of termination, as soon thereafter as the Employee becomes eligible for benefits from a subsequent employer. next edition of The provisions Wall Street Journal is published, shall be assumed and conditions covering these Other Benefits, including but not limited to the amount of any contributions payments shall be assumed to be made by on the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as first day of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Terminationeach Processing Year. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during FDMS and Customer agree that the next twelve (12compensatory payment set forth in Section 9.4(a) months following the first anniversary is a reasonable estimation, as of the Change in Controldate of this Agreement, of the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled actual damages which FDMS would suffer if FDMS were to fail to receive all of the payments and benefits provided processing business for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months"the full Term. (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or any

Payments Upon Termination. If required pursuant to Section 3(cwithin three (3) hereofyears after a Change in Control of the Company, the Company shall terminate the Executive's employment other than by reason of the Executive's death, Disability or for Cause, or if the Executive shall terminate the Executive's employment for Good Reason, then (a) the Company will continue to pay to the Employee Executive, for a period of eighteen (18) months following the Date of Termination, as compensation for services rendered:rendered by the Executive on or before the Executive's Date of Termination, the Executive's Salary and Incentive Compensation (subject to any applicable payroll taxes or other taxes required to be withheld computed at the rate for supplemental payments) at the highest rate in effect during the twenty-four (24) month period ending on the date on which a Change in Control of the Company occurred; and (ab) Not later than the 5th day after for a period of eighteen (18) months following the Date of Termination, the EmployeeCompany shall provide, at the Company's Base Salary through expense, the Executive and the Executive's spouse and children with full benefits under any employee benefit plan or arrangement in which the Executive participated immediately prior to the date of a Change in Control, including, without limitation, any hospital, medical and dental insurance with substantially the same coverage and benefits as were provided to the Executive immediately prior to the date on which a Change in Control of the Company occurred; and (c) the Company will pay on the Date of Termination of the Executive as compensation for services rendered on or before the Executive's Date of Termination, in addition to the amounts set forth in paragraph 4(a) above, a sum equal to the greater of (i) all Incentive Compensation and other incentive awards due to the Executive immediately prior to the date on which a Change in Control of the Company occurred which are not yet paid and (ii) all Incentive Compensation and other incentive awards due to the Executive immediately prior to the Date of Termination which are not yet paid; and (d) for a period of eighteen (18) months following the Date of Termination, the amount Company shall provide to the Executive, at the Company's expense, the automobile (or a comparable automobile) or automobile allowance, as the case may be, provided by the Company to the Executive immediately prior to the date on which a Change in Control of the Company occurred and the Company shall reimburse the Executive any accrued and all expenses incurred by the Executive in connection with the use of such automobile during such eighteen month period to the extent that the Company reimburses generally other executives of comparable title and salary or subject to comparable performance criteria; and (e) subject to the limitations set forth herein, any restricted stock of the Company in the Executive's account as an officer of the Company and any stock options granted to the Executive on or prior to the Date of Termination which are not vested in the Executive as of the Date of Termination shall become immediately vested, and all such restrictions thereon (including, but unused FTO not limited to, any restrictions on the transferability of such stock), and any restrictions on any other restricted stock or vacation time stock options awarded to which the employee is entitled Executive through any plan, arrangement or contract of the Company on or before the Date of Termination, shall be null and void and of no further force and effect and the Company agrees to accelerate and make immediately exercisable in full all unmatured installments of all outstanding stock options to acquire stock of the Company which the Executive holds as of the Date of Termination; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Board hereby reserves the right and authority to amend, modify and eliminate the provisions of this Section 4(e), from time to time on or after the date of this Agreement, in whole or in part, including, without limitation, the right to modify, amend or eliminate the acceleration of vesting or exercisability of stock options and the lapsing of any restrictions thereon, in its sole discretion without the approval or consent of the Executive or any other person or entity, for the purposes of obtaining accounting treatment which is favorable or beneficial for, or in the interest of, the Company in connection with any business combination involving the Company or acquisition of any substantial portion of voting securities of the Company and, in the event that the Board determines, in its sole discretion, to so modify, amend or eliminate the provisions of this Section 4(e), the Executive hereby agrees that the Executive shall not, and hereby waives any right to, dispute, challenge or bring any claim, action or proceeding against the Company with respect to any action taken by or on behalf of the Company to so modify, amend or eliminate the provisions of this Section 4(e) and any amounts to be paid to such modification, amendment, or elimination of the Employee pursuant to provisions of this Section 4(e) shall not affect the validity or enforceability of any deferred compensation planother provisions of this Agreement, which such other provisions shall remain in full force and effect in accordance with the terms thereof; and (bf) If the Executive's retirement benefits in effect immediately prior to the date on which a Change in Control of the Company occurred under the Company's Supplemental Executive Retirement Plan, or any successor plan in effect on the date on which a Change in Control of the Company occurred (the "SERP"), shall become fully vested and nonforfeitable on the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: and (i) no later than ten (10) days after such Date if the Executive has not attained the age of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date 65 as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, Executive shall be governed by deemed to have attained the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned age of 65 as of the Date of Termination for purposes of the normal retirement provisions of the SERP, and all contributions (ii) the Executive shall be deemed to have accumulated ten (10) years of continuous service on the Date of Termination for purposes of the benefit accrual provisions of the SERP, in addition to the Company's 401k and "cafeteria" benefit plan shall stop number of years of service already accumulated by the Executive as of the Date of Termination. (2) . In addition satisfaction of the Company's obligations under this paragraph 4(f), the Company shall purchase an annuity or similar instrument owned by the Executive and payable to the lump sum Executive (or the Executive's beneficiaries, as the case may be) which provides for payment of the monthly automobile allowance, for SERP retirement benefits consistent with the period payment provisions of thirty-six the SERP. Such annuity or other instrument shall be purchased and delivered to the Executive by the Company within thirty (3630) months following days after the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in ControlTermination; orand (cg) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee Executive in connection with a Change in Control of the Company or the termination of the Executive's employment, whether pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement with the Company (collectively, with the payments and benefits hereunder, "Total Payments") would not be deductible as employee compensation, in whole or in part, by the Company as the result of Section 280G of the Code, the Company shall pay to the Executive either of the following amounts as directed by the Executive by written notice to the Company (i) an amount equal to the payments and benefits due under this Agreement reduced until no portion of the Total Payments is not deductible, as the result of Section 280G of the Code, by reducing to the extent necessary the payments and benefits due under paragraph 3(a) hereof (the "Reduced Amount"); provided, however, that the Executive shall elect which payment and/or benefits shall be reduced and the amount of such reduction so long as, after such reduction, the aggregate present value of the Total Payments equals the Reduced Amount, or (ii) the payments and benefits due under this Agreement in accordance with the terms and conditions of this Agreement; it being the understanding and agreement of each of the Company and the Executive that, if the Executive makes the election under clause (ii) of this paragraph 4(g), the Executive shall be responsible to pay the amount of any federal, state and local income taxes and any excise tax imposed by Section 4999 of the Code on such payments and benefits due under paragraph 3(a) of this Agreement (the "Excise Tax"), that the Company shall have no obligation to pay to the Executive any additional payment for such Excise Tax, if any, and that the Executive shall have no liability or anyresponsibility to reimburse the Company for any losses incurred by the Company as a result of the Company's inability to deduct such payment, in whole or in part, as the result of Section 280G of the Code. For purposes of this limitation (A) no portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment, shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Executive and acceptable to the Company's independent auditors, is not likely to constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Company and the Executive each shall reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for any Excise Tax with respect to the payments and benefits due under this Agreement. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or distribute to or for the benefit of the Executive such payments and benefits as are then due to the Executive under this Agreement and shall promptly pay or distribute to or for the benefit of the Executive in the future such payments and benefits as become due to the Executive under this Agreement. In the event that an underpayment of payments and benefits due to the Executive under this Agreement occurs as a result of a miscalculation of the Total Payments as a "parachute payment" within the meaning of Section 280G of the Code, such underpayment shall be paid promptly by the Company to or for the benefit of the Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code. The Company shall pay or distribute to or for the benefit of the Executive such payments and benefits as are then due to the Executive under this Agreement even if the Company is unable to deduct any portion of such payment and benefits as the result of Section 280G of the Code.

Payments Upon Termination. If required pursuant Provided that the employment of Employee is not terminated by the Company for Cause (as defined in that certain Change of Control Severance Agreement dated as of October 10, 2008 by and between Employee and the Company (the “COC Agreement”)) or by Employee for any reason prior to Section 3(cthe Termination Date, then in addition to the Accrued Benefits, subject to (1) hereofEmployee’s execution and delivery to the Company of a signed general release of claims in favor of the Company, in substantially the form attached hereto as Exhibit A (the “Release”) and (2) Employee’s execution and delivery to the Company of a signed consulting agreement in substantially the form attached hereto as Exhibit B (the “Consulting Agreement”), the Company will pay provide Employee with the following benefits (collectively, the “Termination Benefits”): (i) A lump sum payment of $90,000 (an amount equal to 4.5/12 of Employee’s current base salary of $240,000), payable not later than seven (7) days following the Termination Date or Separation Date (to the extent that the employment of Employee was not terminated by the Company for Cause or by Employee for any reason prior to the Termination Date), as applicable, provided the Release is effective at such time; (ii) A payment equal to the amount Employee would have received under the Company’s 2010 Executive Bonus Plan (the “Bonus Plan”) had Employee been employed with the Company on the date bonuses are paid under the Bonus Plan, payable within two weeks of the date bonuses are paid under the Bonus Plan, but in no event later than March 15, 2011; (iii) Provided Employee timely elects COBRA continuation coverage, the Company shall reimburse Employee for applicable COBRA premiums for a period of ten (10) months, or if earlier, until the date Employee becomes covered under the group health plan of another employer; (iv) The post-termination exercise period applicable to vested Company Options held by Employee as compensation of the Termination Date or Separation Date (to the extent that the employment of Employee was not terminated by the Company for services rendered: (a) Not later than Cause or by Employee for any reason prior to the 5th day after the Date of TerminationTermination Date), the Employee's Base Salary through the Date of Terminationas applicable, the amount of any accrued but unused FTO or vacation time shall be extended to which the employee is entitled through the Date of TerminationAugust 15, and any amounts 2011; however options intended to be paid to the incentive stock options so held by Employee pursuant to any deferred compensation planshall become nonstatutory stock options as a result of such extension; and (bv) If Subject to a review by the Date of Termination is within twelve (12) months following a Change in ControlCompany’s Information Technology department for Company confidential proprietary information, the Employee shall also receive retain the following: laptop computer and iPhone (iincluding iPhone phone number) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal previously provided to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for by the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or it being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event understood that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement proprietary information that may remain on such laptop computer and iPhone shall remain confidential information of the Company and remain subject to the Proprietary Information and Inventions Agreement between Employee and the Company (or anythe “PIIA”).

Payments Upon Termination. If required pursuant to Section 3(cwithin three (3) hereofyears after a Change in Control of the Company, the Company shall terminate the Executive's employment other than by reason of the Executive's death, Disability or for Cause, or if the Executive shall terminate the Executive's employment for Good Reason, then (a) the Company will continue to pay to the Employee Executive, for a period of eighteen (18) months following the Date of Termination, as compensation for services rendered:rendered by the Executive on or before the Executive's Date of Termination, the Executive's Salary and Incentive Compensation (subject to any applicable payroll taxes or other taxes required to be withheld computed at the rate for supplemental payments) at the highest rate in effect during the twenty-four (24) month period ending on the date on which a Change in Control of the Company occurred; and (ab) Not later than the 5th day after for a period of eighteen (18) months following the Date of Termination, the EmployeeCompany shall provide, at the Company's Base Salary through expense, the Executive and the Executive's spouse and children with full benefits under any employee benefit plan or arrangement in which the Executive participated immediately prior to the date of a Change in Control, including, without limitation, any hospital, medical and dental insurance with substantially the same coverage and benefits as were provided to the Executive immediately prior to the date on which a Change in Control of the Company occurred; and (c) the Company will pay on the Date of Termination of the Executive as compensation for services rendered on or before the Executive's Date of Termination, in addition to the amounts set forth in paragraph 4(a) above, a sum equal to the greater of (i) all Incentive Compensation and other incentive awards due to the Executive immediately prior to the date on which a Change in Control of the Company occurred which are not yet paid and (ii) all Incentive Compensation and other incentive awards due to the Executive immediately prior to the Date of Termination which are not yet paid; and (d) for a period of eighteen (18) months following the Date of Termination, the amount Company shall provide to the Executive, at the Company's expense, the automobile (or a comparable automobile) or automobile allowance, as the case may be, provided by the Company to the Executive immediately prior to the date on which a Change in Control of the Company occurred and the Company shall reimburse the Executive any accrued and all expenses incurred by the Executive in connection with the use of such automobile during such eighteen month period to the extent that the Company reimburses generally other executives of comparable title and salary or subject to comparable performance criteria; and (e) subject to the limitations set forth herein, any restricted stock of the Company in the Executive's account as an officer of the Company and any stock options granted to the Executive on or prior to the Date of Termination which are not vested in the Executive as of the Date of Termination shall become immediately vested, and all such restrictions thereon (including, but unused FTO not limited to, any restrictions on the transferability of such stock), and any restrictions on any other restricted stock or vacation time stock options awarded to which the employee is entitled Executive through any plan, arrangement or contract of the Company on or before the Date of Termination, shall be null and void and of no further force and effect and the Company agrees to accelerate and make immediately exercisable in full all unmatured installments of all outstanding stock options to acquire stock of the Company which the Executive holds as of the Date of Termination; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Board hereby reserves the right and authority to amend, modify and eliminate the provisions of this Section 4(e), from time to time on or after the date of this Agreement, in whole or in part, including, without limitation, the right to modify, amend or eliminate the acceleration of vesting or exercisability of stock options and the lapsing of any restrictions thereon, in its sole discretion without the approval or consent of the Executive or any other person or entity, for the purposes of obtaining accounting treatment which is favorable or beneficial for, or in the interest of, the Company in connection with any business combination involving the Company or acquisition of any substantial portion of voting securities of the Company and, in the event that the Board determines, in its sole discretion, to so modify, amend or eliminate the provisions of this Section 4(e), the Executive hereby agrees that the Executive shall not, and hereby waives any right to, dispute, challenge or bring any claim, action or proceeding against the Company with respect to any action taken by or on behalf of the Company to so modify, amend or eliminate the provisions of this Section 4(e) and any amounts to be paid to such modification, amendment, or elimination of the Employee pursuant to provisions of this Section 4(e) shall not affect the validity or enforceability of any deferred compensation planother provisions of this Agreement, which such other provisions shall remain in full force and effect in accordance with the terms thereof; and (bf) If the Executive's retirement benefits in effect immediately prior to the date on which a Change in Control of the Company occurred under the Company's Supplemental Executive Retirement Plan, or any successor plan in effect on the date on which a Change in Control of the Company occurred (the SERP), shall become fully vested and nonforfeitable on the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the following: and (i) no later than ten (10) days after such Date if the Executive has not attained the age of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date 65 as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, Executive shall be governed by deemed to have attained the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned age of 65 as of the Date of Termination for purposes of the normal retirement provisions of the SERP, and all contributions (ii) the Executive shall be deemed to have accumulated ten (10) years of continuous service on the Date of Termination for purposes of the benefit accrual provisions of the SERP, in addition to the Company's 401k and "cafeteria" benefit plan shall stop number of years of service already accumulated by the Executive as of the Date of Termination. (2) . In addition satisfaction of the Company's obligations under this paragraph 4(f), the Company shall purchase an annuity or similar instrument owned by the Executive and payable to the lump sum Executive (or the Executive's beneficiaries, as the case may be) which provides for payment of the monthly automobile allowance, for SERP retirement benefits consistent with the period payment provisions of thirty-six the SERP. Such annuity or other instrument shall be purchased and delivered to the Executive by the Company within thirty (3630) months following days after the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in ControlTermination; orand (cg) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee Executive in connection with a Change in Control of the Company or the termination of the Executive's employment, whether pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement with the Company (collectively, with the payments and benefits hereunder, "Total Payments") would not be deductible as employee compensation, in whole or in part, by the Company as the result of Section 280G of the Code, the Company shall pay to the Executive either of the following amounts as directed by the Executive by written notice to the Company (i) an amount equal to the payments and benefits due under this Agreement reduced until no portion of the Total Payments is not deductible, as the result of Section 280G of the Code, by reducing to the extent necessary the payments and benefits due under paragraph 3(a) hereof (the "Reduced Amount"); provided, however, that the Executive shall elect which payment and/or benefits shall be reduced and the amount of such reduction so long as, after such reduction, the aggregate present value of the Total Payments equals the Reduced Amount, or (ii) the payments and benefits due under this Agreement in accordance with the terms and conditions of this Agreement; it being the understanding and agreement of each of the Company and the Executive that, if the Executive makes the election under clause (ii) of this paragraph 4(g), the Executive shall be responsible to pay the amount of any federal, state and local income taxes and any excise tax imposed by Section 4999 of the Code on such payments and benefits due under paragraph 3(a) of this Agreement (the Excise Tax), that the Company shall have no obligation to pay to the Executive any additional payment for such Excise Tax, if any, and that the Executive shall have no liability or anyresponsibility to reimburse the Company for any losses incurred by the Company as a result of the Company's inability to deduct such payment, in whole or in part, as the result of Section 280G of the Code. For purposes of this limitation (A) no portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment, shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Executive and acceptable to the Company's independent auditors, is not likely to constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Company and the Executive each shall reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for any Excise Tax with respect to the payments and benefits due under this Agreement. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or distribute to or for the benefit of the Executive such payments and benefits as are then due to the Executive under this Agreement and shall promptly pay or distribute to or for the benefit of the Executive in the future such payments and benefits as become due to the Executive under this Agreement. In the event that an underpayment of payments and benefits due to the Executive under this Agreement occurs as a result of a miscalculation of the Total Payments as a "parachute payment" within the meaning of Section 280G of the Code, such underpayment shall be paid promptly by the Company to or for the benefit of the Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code. The Company shall pay or distribute to or for the benefit of the Executive such payments and benefits as are then due to the Executive under this Agreement even if the Company is unable to deduct any portion of such payment and benefits as the result of Section 280G of the Code.

Payments Upon Termination. If required pursuant Payments to Section 3(c) hereof, the Company will pay Employee upon termination shall be limited to the Employee as compensation for services renderedfollowing: (a) Not later If Employee is terminated due to (i) death pursuant to 15(a), (ii) Total Disability pursuant to Section 15(b), (iii) voluntary resignation pursuant to Section 15(c) other than for Good Reason, (iv) dissolution and liquidation of the 5th day after the Date Corporation pursuant to Section 15(d), or (v) for Cause pursuant to Section 15(e), Employee shall be entitled to all arrearages of Termination, the Employee's Base Salary through the Date of Termination, the amount of Termination plus any accrued annual incentive bonus earned but unused FTO or vacation time not paid prior to which the employee is entitled through the Date of TerminationTermination (collectively, and any amounts the “Accrued Obligations”) payable in accordance with the Corporation’s customary policies as in effect from time to time but shall not be paid entitled to the Employee pursuant to any deferred compensation plan; andfurther compensation. (b) If Employee is terminated by the Date of Termination is within twelve Corporation without Cause, or Employee terminates his employment for Good Reason, then, in exchange for Employee executing a full and final Release (12as defined in Section 16(c) months following a Change in Controlbelow), the Corporation shall pay to Employee shall also receive the following: (i) no later than ten all Accrued Obligations and (10ii) days after severance equal to the sum of (A) 12 months’ salary at the rate in effect on the date of termination (or, if the Employee has terminated his employment for Good Reason due to a reduction in Base Salary, his Base Salary prior to such Date of Terminationreduction), a lump sum payment plus (minus withholdings and other required deductionsB) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control ’s target annual bonus for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable pro-rated for the full fiscal portion of such year in which that elapsed prior to the Date of Termination (provided that, in the event Employee’s termination without Cause or resignation for Good Reason occurs assuming performance relative to plan for following a Change in Control (as such term is defined in the entirety of such fiscal year was Corporation’s 2011 Incentive Award Plan as in effect on the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(iiAgreement), " bonus" such bonus shall include regular annual bonus paymentsnot be pro-rated), annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to longwhich amount shall be payable in equal bi-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the weekly installments over a period of the earlier to occur of thirty-six (36) 12 months following the Date of Termination or in accordance with the Corporation’s regular payroll pay practices, with the first installment to be paid on the date that is 60 days following the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Employee’s Date of Termination and all contributions the first such payment to the Company's 401k and "cafeteria" benefit plan shall stop as of include any unpaid amounts accrued from the Date of Termination. (2c) In addition Notwithstanding any provision to the lump sum payment of the monthly automobile allowancecontrary in this Agreement, for the period of thirty-six (36) months following the Date of Termination the Employee no amount shall be entitled paid pursuant to continue to receive reimbursement for items such as automobile maintenanceSection 16(b)(ii) above unless, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately on or prior to the Change in Control; or (c) If during the next twelve (12) months 60th day following the first anniversary date of the Change in ControlEmployee’s Date of Termination, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all an effective general release of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement claims agreement (the "Contract Payments"“Release”) or of in substantially the form attached hereto as Exhibit B has been executed by Employee and remains effective on such date and any other plan, arrangement or agreement of the Company (or anyapplicable revocation period thereunder has expired.

Payments Upon Termination. If required pursuant to Section 3(c) hereof, the Company will pay to the Employee as compensation for services rendered: (a) Not later than If FDMS terminates this Agreement under Section 9.1 due to a default of Customer at any time prior to the 5th day after expiration of the Date of TerminationTerm, the Employee's Base Salary through the Date of TerminationCustomer and FDMS agree that, the amount of any accrued but unused FTO or vacation time based on economic assumptions material to which the employee is entitled through the Date of Terminationeach party, Customer shall make a compensatory payment to FDMS. Such compensatory payment shall be made by Customer upon termination by FDMS, and any amounts prior to be paid to Deconversion, and shall equal the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change in Control, the Employee shall also receive the followingsum of: (i) no later the product of (1) the Year 1 Minimum Authorizations, Year 2 Minimum Authorizations, Year 3 Minimum Authorizations, Year 4 Minimum Authorizations or the Minimum Authorizations, as applicable, as set forth in Section 4.4 of this Agreement, for the Processing Year in which the termination occurs (after crediting Customer for any Authorizations processed by FDMS in such Processing Year), multiplied by (2) eight cents ($0.08); plus (ii) the sum of the present values of a payment in each full Processing Year (other than ten (10the year of termination) days after such Date which remains during the Term of Termination, a lump sum payment (minus withholdings and other required deductions) of this Agreement in an amount equal to the product of (1) the Year 1 Minimum Authorizations, Year 2 Minimum Authorizations, Year 3 Minimum Authorizations, Year 4 Minimum Authorizations and the Minimum Authorizations, as applicable, as set forth in Section 4.4 of this Agreement, multiplied by (2) five cents ($0.05); plus (iii) the amount of Balance Sheet Expenses remaining unamortized on the balance sheet of FDMS. (b) In determining the present value of the amount set forth in (a)(ii) above, an interest rate equal to the three (3) times the Employee's Base Salarymonth Treasury B▇▇▇ Rate, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control as quoted by The Wall Street Journal for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in date on which the Date of Termination termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or if not available on the date of termination, as soon thereafter as the Employee becomes eligible for benefits from a subsequent employer. next edition of The provisions Wall Street Journal is published, shall be assumed and conditions covering these Other Benefits, including but not limited to the amount of any contributions payments shall be assumed to be made by on the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as first day of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Terminationeach Processing Year. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during FDMS and Customer agree that the next twelve (12compensatory payment set forth in Section 9.4(a) months following the first anniversary is a reasonable estimation, as of the Change in Controldate of this Agreement, of the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled actual damages which FDMS would suffer if FDMS were to fail to receive all of the payments and benefits provided processing business for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months"the full Term. (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or any

Payments Upon Termination. If required pursuant to Section 3(c) hereof, the Company will pay to the Employee as compensation this Agreement is terminated for services rendered: (a) Not later than the 5th day after the Date of Termination, the Employee's Base Salary through the Date of Termination, the amount of any accrued but unused FTO or vacation time to which the employee is entitled through the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; and (b) If the Date of Termination is within twelve (12) months following a Change reason set forth in Control, the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii)7, " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than for Cause, the then Employee shall be entitled to receive all (a) his base salary through the date of the payments termination, (b) any accrued and benefits provided unused vacation or paid time off time through the date of the termination, and (c) reimbursement of any business expenses incurred in the ordinary course of business through the date of termination that have not yet been reimbursed pursuant to Section 4.04. If Employee’s employment is terminated pursuant to Section 7.01(a) then Employee, or Employee’s heirs and assigns, as the case may be, shall be entitled to receive any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when due and the amount which would be payable pursuant to Section 4.02 as if his employment had not terminated and any incentive compensation for the entire calendar year in Sections 2(awhich Employee’s employment is terminated to the extent the results for such year were attributable to Employee, which amount shall not in any event exceed the incentive bonus for the calendar year immediately preceding such termination, which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and 2(bprovided that Employee shall have executed and delivered to the Company a full release of claims in a form prepared by and acceptable to the Company and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive: (a) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee incentive compensation pursuant to Section 4.02 for the terms preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated; (b) any incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of this Agreement such calendar year to the end of the month immediately preceding the date of the termination of Employee’s employment which payment shall be made within 90 days following such termination of employee’s employment; and (c) an amount equal to the "Contract Payments"Base Salary for one (1) or year, less the amount of any other planaccrued and unpaid vacation, arrangement or agreement payment of which shall be made over one (1) year period at the Company (or anysame times and in the same manner as base annual salary had been paid to Employee prior to the termination of his employment hereunder.

Payments Upon Termination. If required pursuant to Section 3(c) hereof, the Company will pay to the Employee as compensation for services rendered: (a) Not later than If, Executive’s employment is terminated for any reason, including termination on July 3, 2021, Executive shall receive the 5th day after following (“Standard Pay”): (i) the Date portion of Termination, the Employee's Executive’s then current Annual Base Salary accrued through Executive’s date of termination (pro-rated if applicable); (ii) any vested (as determined by Parent’s compensation committee with respect to performance-vested awards and at the Date date of Terminationvesting with respect to time-vested awards) bonus payments, stock options or restricted stock to which Executive is entitled as of the amount date of termination pursuant to this Agreement or any plan in which Executive is then participating, provided the payment thereof is not contingent or conditional on Executive’s continued employment with the Company or the satisfaction of any other condition (including, without limitation, performance criteria) which has not been satisfied; and (iii) any payments for reimbursement of expenses, which are due, accrued but unused FTO or vacation time to which payable as of the employee is entitled through date of Executive’s termination in accordance with the Date of Termination, and any amounts to be paid to the Employee pursuant to any deferred compensation plan; andCompany’s expense reimbursement policy. (b) If Executive’s employment is terminated by the Date Company without Cause, prior to July 3, 2021 at any time other than between execution of Termination is within twelve a definitive agreement in contemplation of a Change in Control (12as defined below) and continuing through twenty-four (24) months following a Change in Control, and other than as a result of Executive’s death or Disability, then the Employee Company shall also receive pay to Executive, in addition to the following: Standard Pay, the following payments (the “Continuation Severance Payments”), subject to Section 6 below: (i) no later than ten Executive’s then-current Annual Base Salary for a twenty-four (1024) days after month period, in the form of salary continuation payments, plus (ii) any management incentive cash bonus payment that Parent’s compensation committee determined was attained under the terms of such Date cash bonus plan (and would have been paid to Executive for the year in which Executive’s employment is terminated) except (A) such cash bonus payment, if any, shall be prorated through Executive’s date of Terminationseparation, and (B) any performance criteria applicable to such cash bonus will be deemed to have been achieved at the “target” level set forth in such cash bonus plan (regardless of the level actually attained), all of which shall be payable periodically in accordance with the Company’s normal payroll procedures, practices and policies. Additionally, the Company will pay the premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents, if any, at the rates and eligibility then in effect, subject to any subsequent changes in rates that are generally applicable to the Company’s active employees (the “COBRA Coverage”), until the earliest of (A) a period of twenty-four (24) months from the date of Executive’s termination of employment, (B) the date upon which Executive (and Executive’s eligible dependents, as applicable) becomes covered under similar plans, or (C) the date upon which Executive ceases to be eligible for coverage under COBRA. Executive’s receipt of COBRA Coverage is subject to Executive electing COBRA continuation coverage within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, if any. (c) If, prior to July 3, 2021, either (i) a Constructive Termination of Executive occurs while Executive remains employed by the Company or its successor, or (ii) if Executive’s employment is terminated by the Company without Cause, in each case, between execution of a definitive agreement in contemplation of a Change in Control and continuing through twenty-four (24) months following a Change in Control, then the Company shall pay to Executive, in addition to the Standard Pay, the following amounts (the “CIC Severance Payments”) (the Continuation Severance Payments and the CIC Severance Payments, each individually a “Severance Payment” and together, the “Severance Payments”), subject to Section 6 below: a lump sum payment (minus withholdings and other required deductions) of an amount equal to to: (i) three (3) times the Employee's sum of Executive’s Annual Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum any management incentive cash bonus payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee Executive would have been eligible for the year's results for the Company's fiscal year immediately preceding in the year in which Executive’s employment is terminated (regardless of whether or not the Date of Termination occurscriteria for such cash bonus payment was actually met), provided that any performance criteria applicable to such cash bonus will be deemed to have been achieved at the “target” level (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as regardless of the Date level actually attained or whether or not any level was actually attained). Additionally, the Company will pay for Executive’s COBRA Coverage until the earliest of Termination, or (zA) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following from the Date date of Termination Executive’s termination of employment, (B) the Employee shall date upon which Executive (and Executive’s eligible dependents, as applicable) becomes covered under similar plans, or (C) the date upon which Executive ceases to be entitled eligible for coverage under COBRA. Executive’s receipt of COBRA Coverage is subject to continue Executive electing COBRA continuation coverage within the time period prescribed pursuant to receive reimbursement COBRA for items such as automobile maintenanceExecutive and Executive’s eligible dependents, insurance if any. For the avoidance of doubt, and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately prior notwithstanding anything contained herein to the Change in Control; or contrary, (ci) If during the next twelve if Executive receives CIC Severance Payments (12or any portion thereof) months following the first anniversary of the Change in Controlunder this Section 5.2(c), the Employee then Executive shall not receive any Continuation Severance Payments (or any portion thereof) under Section 5.2(b) above and (ii) if Executive is terminated involuntarily by the Company other than for Causeon or after July 3, the Employee shall 2021, he will not be entitled to receive any CIC Severance Payments (or any portion thereof) under this Section 5.2(c) or any Continuation Severance Payments (or any portion thereof) under Section 5.2(b). (d) For the avoidance of doubt, a termination of Executive due to Executive’s death or Disability or on or after July 3, 2021 shall not be deemed a termination of Executive without Cause, and in such event Executive will only be entitled to receive the Standard Pay. (e) The Company intends that all of the payments and benefits provided for in Sections 2(aunder this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”) and 2(bany guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) hereofso that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, except that all references to "12 months" shall read "24 months". (i) In the event that and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefit received benefits to be paid to Executive (including settlement of Company equity awards that constitute deferred compensation under Section 409A), if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. If, at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to be received by the Employee pursuant otherwise avoid income recognition under Section 409A prior to the terms actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement (is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will the "Contract Payments") Company or of any other plan, arrangement or agreement member of the Company (Group reimburse, indemnify, or anyhold harmless Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Payments Upon Termination. If required pursuant Payments to Section 3(c) hereof, the Company will pay Employee upon termination shall be limited to the Employee as compensation for services renderedfollowing: (a) Not later If Employee is terminated due to (i) death pursuant to 15(a), (ii) Total Disability pursuant to Section 15(b), (iii) voluntary resignation pursuant to Section 15(c) other than for Good Reason, (iv) dissolution and liquidation of the 5th day after the Date Corporation pursuant to Section 15(d), or (v) for Cause pursuant to Section 15(e), Employee shall be entitled to all arrearages of Termination, the Employee's Base Salary through the Date of Termination, the amount of Termination plus any accrued annual incentive bonus earned but unused FTO or vacation time not paid prior to which the employee is entitled through the Date of TerminationTermination (collectively, and any amounts the “Accrued Obligations”) payable in accordance with the Corporation’s customary policies as in effect from time to time but shall not be paid entitled to the Employee pursuant to any deferred compensation plan; andfurther compensation. (b) If Employee is terminated by the Date Corporation without Cause, or Employee terminates his employment for Good Reason, then, in exchange for Employee executing a full and final Release (as defined in Section 16(c) below), the Corporation shall pay to Employee (i) all Accrued Obligations and (ii) severance equal to the sum of Termination is within twelve (12A) months 6 months’ salary at the rate in effect on the date of termination (or, if the Employee has terminated his employment for Good Reason due to a reduction in Base Salary, his Base Salary prior to such reduction), plus (B), in the event such termination without Cause or resignation for Good Reason occurs following a Change in ControlControl (as such term is defined in the Corporation’s 2011 Incentive Award Plan as in effect on the date of this Agreement), the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment (minus withholdings and other required deductions) of an amount equal to three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control ’s target annual bonus for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable pro-rated for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety portion of such fiscal year was the same as performance relative that elapsed prior to plan year to date as of the Date of Termination, or which amount shall be payable in equal bi-weekly installments over a period of 6 months following the Date of Termination in accordance with the Corporation’s regular payroll pay practices, with the first installment to be paid on the date that is 60 days following the Employee’s Date of Termination and the first such payment to include any unpaid amounts accrued from the Date of Termination. Further, in the event such termination occurs not later than the date which is 12 months from the date of commencement of employment and follows a Change in Control, severance shall equal the sum of (zA) the average 9 months’ salary, plus (B) an amount equal to Employee’s target annual bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (occurs, pro-rated for the purpose portion of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed such year that elapsed prior to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were , and amounts shall be payable in effect and in which the Employee participated immediately prior to the Change in Control, for the equal bi-weekly installments over a period of the earlier to occur of thirty-six (36) 9 months following the Date of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2c) In addition Notwithstanding any provision to the lump sum payment of the monthly automobile allowancecontrary in this Agreement, for the period of thirty-six (36) months following the Date of Termination the Employee no amount shall be entitled paid pursuant to continue to receive reimbursement for items such as automobile maintenanceSection 16(b)(ii) above unless, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance with the Company's executive automobile allowance and reimbursement program as it is in effect immediately on or prior to the Change in Control; or (c) If during the next twelve (12) months 60th day following the first anniversary date of the Change in ControlEmployee’s Date of Termination, the Employee is terminated involuntarily by the Company other than for Cause, the Employee shall be entitled to receive all an effective general release of the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant to the terms of this Agreement claims agreement (the "Contract Payments"“Release”) or of in substantially the form attached hereto as Exhibit B has been executed by Employee and remains effective on such date and any other plan, arrangement or agreement of the Company (or anyapplicable revocation period thereunder has expired.

Payments Upon Termination. If required pursuant to Section 3(c) hereof, In the event that the Company will shall terminate this Agreement and the Executive's employment with the Company under Section 8(a), (b) or (c) above or the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Employee Executive (or his heirs and/or personal representatives), (1) the Base Salary earned through the date of termination, payable when and as compensation the same would have been payable but for services rendered: such termination, and (2) any Bonus payable under this Agreement on account of any prior calendar quarter, payable when and as the same would have been payable but for such termination, and (b) the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation to the Executive. In the event that the Company shall terminate this Agreement and the Executive's employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), (b) or (c) above), then the Company shall (a) Not later than pay to the 5th day after Executive (1) the Date of Termination, the Employee's Base Salary earned through the Date date of Terminationtermination, payable when and as the amount same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any accrued prior calendar quarter, payable when and as the same would have been payable but unused FTO or vacation time to which the employee is entitled through the Date of Terminationfor such termination, and any amounts (3) an amount equal to be paid to the Employee pursuant to any deferred compensation plan; and Twenty Five Percent (b25%) If the Date of Termination is within twelve (12) months following a Change his then current annual Base Salary in Control, the Employee shall also receive the following: (i) no later than ten (10) days after such Date of Termination, a lump sum payment within thirty (minus withholdings 30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue to provide the Executive with those medical, life and other required deductions) disability insurance benefits, if any, which are provided to the Executive on the last day of an amount equal to his employment with the Company for a period of three (3) times the Employee's Base Salary, plus thirty-six (36) times the amount to which the Employee was then entitled immediately prior to the Change in Control for the monthly automobile allowance; and (ii) no later than ten (10) days after such Date of Termination, an additional lump sum payment (minus with-holdings and other required deductions) of an amount equal to three (3) times the greater of (x) the bonus, if any, that was actually paid to the Employee for the year's results for the Company's fiscal year immediately preceding the year in which the Date of Termination occurs, (y) the percentage of maximum bonus otherwise payable for the full fiscal year in which the Date of Termination occurs assuming performance relative to plan for the entirety of such fiscal year was the same as performance relative to plan year to date as of the Date of Termination, or (z) the average bonus actually paid to the Employee for the five fiscal years immediately preceding the year in which the Date of Termination occurs (for the purpose of this Section 4(b)(ii), " bonus" shall include regular annual bonus payments, annual PIC bonus payments, annual super performance bonus payments and any other designated annual (as opposed to long-term) bonus payments); and (iii) commencing upon the Date of Termination: (1) All Other Benefits that were in effect and in which the Employee participated immediately prior to the Change in Control, for the period of the earlier to occur of thirty-six (36) months following the Date his last day of Termination or the date the Employee becomes eligible for benefits from a subsequent employer. The provisions and conditions covering these Other Benefits, including but not limited to the amount of any contributions to be made by the Employee on a monthly or other periodic basis, shall be governed by the various plans as they are in effect from time to time. Notwithstanding the foregoing, earned FTO shall stop accruing and/or being earned as of the Date of Termination and all contributions to the Company's 401k and "cafeteria" benefit plan shall stop as of the Date of Termination. (2) In addition to the lump sum payment of the monthly automobile allowance, for the period of thirty-six (36) months following the Date of Termination the Employee shall be entitled to continue to receive reimbursement for items such as automobile maintenance, insurance and other auto-related expenses, including the use of a Company gasoline credit card, all in accordance employment with the Company's executive automobile allowance , and reimbursement program as it is in effect immediately prior to the Change in Control; or (c) If during the next twelve (12) months following the first anniversary of the Change in Control, the Employee is terminated involuntarily by the Company other than shall reimburse the Executive for Cause, any expenses for which the Employee shall be Executive is entitled to receive all reimbursement under Section 7 of this Agreement, and the payments and benefits provided for in Sections 2(a) and 2(b) hereof, except that all references to "12 months" Company shall read "24 months". (i) In the event that any payment or benefit received or to be received by the Employee pursuant have no further obligation to the terms of this Agreement (the "Contract Payments") or of any other plan, arrangement or agreement of the Company (or anyExecutive.