Common use of Payments Upon Termination Clause in Contracts

Payments Upon Termination. In the event that the Company 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 Executive (or his heirs and/or personal representatives) (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) 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 (a) the Company shall pay to the Executive (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (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 disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) 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.

Payments Upon Termination. In If this Agreement is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for the event that applicable calendar year through the date of the termination at the Applicable Percentage times the combined EBITDA of the Company and FR for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination multiplied by a fraction, (i) the numerator of which shall terminate this Agreement be the number of days Employee was employed during the then such current calendar year and (ii) the Executive's employment with denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company under to Employee during such calendar year as contemplated by Section 8(a4.02, shall be credited against such amount), (b) any accrued and unused vacation 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 Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course 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 (a) the Company shall pay to the Executive (1) the Base Salary earned business through the date of terminationtermination that have not yet been reimbursed pursuant to Section 4.04. Any overpayments or underpayments shall be paid by one party to the other, payable when and as the same would have been payable but for such terminationapplicable, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day final calculation. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be made over a one (1) year period at the same times and in the same manner as his Base Salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the combined EBITDA of the Executive's employment with Company and FR for the Company, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive twelve month period ending on the last day of his employment with the Company for a period calendar month immediately preceding the date of three (3) months following his last day of employment with termination multiplied by the Company, and (c) 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 ExecutiveApplicable Percentage.

Payments Upon Termination. In the event that the Company shall terminate this Agreement and the ExecutiveEmployee's employment with the Company under Section 8(a9(a), (b) or (c) above or the Executive Employee terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive Employee (or his heirs and/or personal representatives) (1) the Base Salary earned through the date of termination, payable when termination and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) the Company shall reimburse the Executive Employee for any expenses for which the Executive Employee is entitled to reimbursement under Section 7 8 of this Agreement, and the Company shall have no further obligation to the ExecutiveEmployee. In the event that the Company shall terminate this Agreement and the ExecutiveEmployee's employment with the Company under Section 8(d9(d) above (for a reason other than those covered by Sections 8(a9(a), (b) or (c) above), then (a) the Company shall (i) pay to the Executive (1) Employee the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2ii) any Bonus pay to the Employee the Bonus, if any, that is payable under this Agreement to the Employee pursuant to Section 4(b) above on account of any prior calendar yearyear preceding the year in which such termination occurs, payable when and as the same would have been payable hereunder but for such termination, (iii) reimburse the Employee for any expenses for which the Employee is entitled to reimbursement under Section 8 of this Agreement, when and as the same would have been reimbursed but for such termination, (3iv) an amount equal continue to Twenty Five Percent (25%) of his then current annual pay to the Employee the Base Salary (as in a lump sum payment within thirty (30) days following effect on the last day of the Executive's his employment with the Company) for a period of twelve (12) months following the date of termination, or if the Company exercises its Noncompete Extension (bas defined below) the Company shall will continue to pay to the Employee the Base Salary (as in effect on the last day of his employment with the Company) for a period of eighteen (18) months, and (v) continue to provide the Executive Employee with those medical, life and disability insurance benefits, if any, which are provided to the Executive Employee on the last day of his employment with the Company for a period of three twelve (312) months following his last day of employment with the Company, and (c) 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 ExecutiveEmployee. In the event of termination, the Employee shall make reasonable efforts to mitigate damages by seeking other employment; provided, however, that he shall not be required to accept a position of substantially different character than the highest position held by him with the Company or a position that would cause him to violate the provisions of Section 12 hereunder, nor shall he be required to accept a position in a location which is unreasonable, given the personal circumstances of the Employee. To the extent that the Employee shall receive compensation, benefits and service credit for benefits from such other employment during such twelve (12) month period following the date of termination, the payment to be made and the benefits to be provided by the Company under the provisions of this Subsection 9(g) shall be correspondingly reduced.

Payments Upon Termination. In the event that the Company shall terminate If 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 is terminated for any reason prior to the Expiration Dateset forth in Section 7, then Employee shall be entitled to receive (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the her Base Salary earned for the applicable calendar year through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account reimbursement of any prior calendar yearbusiness 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, payable when or Employee’s heirs and assigns, as the same case may be, shall be entitled to receive (a) any Annual Bonus pursuant to Section 4.02 for the preceding ​ calendar year to the extent not yet paid when such amount would have been payable but for such termination, pursuant to Section 4.02 if her employment had not terminated and (c) 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) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following the date on which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (cf) above)and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then in addition to the foregoing, Employee shall be entitled to receive: (a) any Annual Bonus pursuant to Section 4.02 for the Company shall pay preceding calendar year to the Executive (1) the Base Salary earned through the date of termination, payable extent not yet paid when and as the same such amount would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal pursuant to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's Section 4.02 if her employment with the Company, had not terminated; (b) the Company Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall continue be equal to provide the Executive with those medicalEmployee’s target annual bonus for such year, life multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and disability insurance benefits, if any(ii) the denominator of which shall be three hundred sixty-five (365), which are provided to the Executive on the last day payment shall be made within 90 days following such termination of his employment with employee’s employment; (c) payment by the Company for COBRA benefits for a period of three eighteen (318) months following his last day of employment with the Company, termination for Employee and any dependents covered immediately prior to termination; and (cd) the Company Severance Amount (as defined below), which Severance Amount shall reimburse be paid over a twelve (12) month period at the Executive for any expenses for which same times and in the Executive is entitled same manner as base annual salary had been paid to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation Employee prior to the Executivetermination of her employment hereunder. As used herein, the “Severance Amount” shall be equal to the sum of (a) Base Salary for one year and (b) the Annual Bonus, which for purposes hereof shall be equal to the Employee’s target annual bonus for the current year.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation 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 Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course 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 (a) the Company shall pay to the Executive (1) the Base Salary earned 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 any incentive compensation for the entire calendar year in which 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, payable 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 provided 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) any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when and as the same such amount would have been payable but for such termination, pursuant to Section 4.02 if his employment had not terminated; (2b) any Bonus payable under this Agreement on account incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of any prior such calendar year, payable when and as year to the same would have been payable but for 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, termination of employee’s employment; and (3c) an amount equal to Twenty Five Percent (25%) of his then current annual the Base Salary for one (1) year, less the amount of any accrued and unpaid vacation, payment of which shall be made over a one (1) year period at the same times and in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue same manner as his Base Salary had been paid to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided Employee prior to the Executive on the last day termination of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) 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 Executivehereunder.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his base salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation 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 Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course 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 (a) the Company shall pay to the Executive (1) the Base Salary earned 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 which 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, payable 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 provided 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) any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when and as the same such amount would have been payable but for such termination, pursuant to Section 4.02 if his employment had not terminated; (2b) any Bonus payable under this Agreement on account incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of any prior such calendar year, payable when and as year to the same would have been payable but for 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, termination of employee’s employment; and (3c) an amount equal to Twenty Five Percent (25%) of his then current annual the Base Salary for one (1) year, less the amount of any accrued and unpaid vacation, payment of which shall be made over one (1) year period at the same times and in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue same manner as base annual salary had been paid to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided Employee prior to the Executive on the last day termination of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) 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 Executivehereunder.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for the Executive's employment with applicable calendar year through the Company under Section 8(a)date of the termination, (b) any accrued and unused vacation 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 Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of the termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course 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 (a) the Company shall pay to the Executive (1) the Base Salary earned business through the date of terminationtermination that have not yet been reimbursed pursuant to Section 4.04, (d) 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 when pursuant to Section 4.02 as if his employment had not terminated and (e) any Incentive Compensation not yet paid for the calendar year in which Employee’s employment is terminated in an amount determined by multiplying EBITDA for the twelve month period immediately preceding the date of termination by the Incentive Percentage, and multiplying the product thereof by a fraction, (i) the numerator of which shall be the number of days in the period from the beginning of such calendar year to the date of the termination of Employee’s employment and (ii) the denominator of which shall be 365, which payment shall be made within 90 days following such termination of employee’s employment. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, in addition to the foregoing, Employee shall be entitled to receive the Severance Amount (as defined below), which Severance Amount shall be paid in equal payments over a twelve (12) month period at the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when times and as in the same would have manner as Base Salary had been payable but for paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to (a) $879,570.00 in event such terminationtermination occurs on or before December 31, and 2017 or (3b) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary the Guaranteed Minimum in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Companyevent such termination occurs after December 31, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) 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 Executive2017.”

Payments Upon Termination. In If the event that Employee's employment is terminated by the Company for cause or by the Employee for any reason other than good reason, the Company shall terminate this Agreement pay the Employee the Base Salary (as hereinafter defined) and the Executive's all other benefits provided to Employee pursuant to his employment with the Company, including but not limited to the cost of Employee's medical insurance and any other insurance coverages paid for by the Company and his automobile allowance, through the effective date of termination at the rate in effect at the time a notice of termination is given. In addition, the Company shall pay to Employee any incentive bonuses approved and not yet paid, and any accrued and unused vacation pay. The Company shall have no further obligations to the Employee under Section 8(a)this Agreement, (b) or (c) above or subject to the Executive terminates his rights and benefits the Employee may have under employee benefits plans and programs of the Company in existence as of the effective date of such termination, if any, which shall be determined in accordance therewith. If the Employee's employment with is terminated by the Company for any reason prior to other than for cause or by the Expiration Date, then (a) Employee for "good reason," the Company shall continue to pay the Employee his then current Base Salary and all other benefits provided to the Executive (or Employee pursuant to his heirs and/or personal representatives) (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) 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(dCompany, including but not limited to the cost of Employee's medical insurance and any other insurance coverages paid for by the Company, and his automobile allowance, at the rate in effect at the time a notice of termination is given, for the remainder of the term of his then current contract but not to exceed a maximum of twelve (12) above months. These payments will be made monthly starting immediately upon termination (for a reason other than those covered by Sections 8(athe "Extended Period"). In addition, (b) or (c) above), then (a) the Company shall will pay to the Executive (1) the Base Salary earned through the date Employee in a lump sum due within 30 days of his termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal equivilant to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following salary plus the last day total annual premiums for all medical and other insurance and his annual automobile allowance, any incentive bonuses approved and not yet paid, and any accrued and unused vacation pay, discounted at 75% payout. The additional 25% or remaining amount will be paid at the end of the Executive's employment with 12 months.. Employee and Company agree that all payments required to be made to Employee pursuant to this section (3.2) shall not be due and payable by the Company to the Employee unless and until the Employee signs a release ("Release") (in the same substantive form as the release attached hereto, marked as "Attachment 1") of all claims (excluding the right to receive any payments due pursuant to this section 3.2) against the Company, (b) its affiliates, subsidiaries, employees, directors or agents within 22 days of being provided a copy of the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) 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 Executiverelease.

Payments Upon Termination. In the event that the Company shall terminate this Agreement and the Executive's Employee’s employment with the Company under Section 8(a9(a), (b) or (c) above or the Executive Employee terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive Employee (or his heirs and/or personal representatives) (1) the Base Salary earned through the date of termination, payable when termination and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) the Company shall reimburse the Executive Employee for any expenses for which the Executive Employee is entitled to reimbursement under Section 7 8 of this Agreement, and the Company shall have no further obligation to the ExecutiveEmployee. In the event that the Company shall terminate this Agreement and the Executive's Employee’s employment with the Company under Section 8(d9(d) above (for a reason other than those covered by Sections 8(a9(a), (b) or (c) above), then (a) the Company shall (i) pay to the Executive (1) Employee the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2ii) any Bonus pay to the Employee the Bonus, if any, that is payable under this Agreement to the Employee pursuant to Section 4(b) above on account of any prior calendar yearyear preceding the year in which such termination occurs, payable when and as the same would have been payable hereunder but for such termination, (iii) reimburse the Employee for any expenses for which the Employee is entitled to reimbursement under Section 8 of this Agreement, when and as the same would have been reimbursed but for such termination, (3iv) an amount equal continue to Twenty Five Percent (25%) of his then current annual pay to the Employee the Base Salary (as in a lump sum payment within thirty (30) days following effect on the last day of the Executive's his employment with the Company) for a period of twelve (12) months following the date of termination, or if the Company exercises its Noncompete Extension (bas defined below) the Company shall will continue to pay to the Employee the Base Salary (as in effect on the last day of his employment with the Company) for a period of eighteen (18) months, and (v) continue to provide the Executive Employee with those medical, life and disability insurance benefits, if any, which are provided to the Executive Employee on the last day of his employment with the Company for a period of three twelve (312) months following his last day of employment with the Company, and (c) 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 ExecutiveEmployee. In the event of termination, the Employee shall make reasonable efforts to mitigate damages by seeking other employment; provided, however, that he shall not be required to accept a position of substantially different character than the highest position held by him with the Company or a position that would cause him to violate the provisions of Section 12 hereunder, nor shall he be required to accept a position in a location which is unreasonable, given the personal circumstances of the Employee. To the extent that the Employee shall receive compensation, benefits and service credit for benefits from such other employment during such twelve (12) month period following the date of termination, the payment to be made and the benefits to be provided by the Company under the provisions of this Subsection 9(g) shall be correspondingly reduced.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) or (c) above or reimbursement of any business expenses incurred in the Executive terminates his employment with the Company for any reason prior to the Expiration Date, then (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned ordinary course of business through the date of terminationtermination 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, payable when or Employee’s heirs and assigns, as the same case may be, shall be entitled to receive: (a) 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 have been be payable but pursuant to Section 4.02 as if his employment had not terminated and Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the consolidated Adjusted EBITDA of the Company for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such terminationcurrent calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment was so terminated, and (b) any Annual Bonus payable under this Agreement on account of any prior pursuant to Section 4.03 for the preceding calendar year, payable year to the extent not yet paid when and as the same such amount would have been payable but pursuant to Section 4.03 if his employment had not terminated and the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following the date on which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, in addition to the foregoing, Employee shall be entitled to receive: (a) any Incentive Compensation pursuant to Section 4.02 for the 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) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the consolidated Adjusted EBITDA of the Company for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 90 days following such termination of employee’s employment; (c) any Annual Bonus pursuant to Section 4.03 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.03 if his employment had not terminated; (d) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following such termination of employee’s employment; (e) payment by the Company for COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination; and (f) the Severance Amount (as defined below), which Severance Amount shall be paid over a twelve (12) month period at the same times and in the same manner as base annual salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the sum of (a) Base Salary for one year, (b) Incentive Compensation for one year, which for purposes hereof shall be equal to the consolidated Adjusted EBITDA of the Company for the twelve-month period ending on the last day of the calendar month immediately preceding the date of termination, multiplied by the Applicable Percentage, and (c) the Company Annual Bonus, which for purposes hereof 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 be equal to the Executive. In Employee’s target annual bonus for 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 (a) the Company shall pay to the Executive (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar current year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (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 disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) 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.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his base salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation 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 Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course 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 (a) the Company shall pay to the Executive (1) the Base Salary earned business through the date of terminationtermination 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, payable when or Employee’s heirs and assigns, as the same would have been payable but for such terminationcase may be, shall be entitled to receive (2a) any Bonus payable under this Agreement on account of any prior Incentive Compensation pursuant to Section 4.02 for the preceding calendar year, payable year to the extent not yet paid when and as the same would have been payable but for such termination, due and (3b) an amount Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Twenty Five Percent (25%) the combined EBITDA of his then current annual Base Salary in a lump sum payment within thirty (30) days following the Company and Good Xxx for the twelve month period ending on the last day of the Executive's calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 120 days following the end of such calendar year in which the Employee’s employment with was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the CompanyCompany 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) any Incentive Compensation pursuant to Section 4.02 for the 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) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the combined EBITDA of the Company shall continue to provide and Good Xxx for the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive twelve month period ending on the last day of his employment with the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for a period Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 90 days following such termination of three (3) months following his last day of employment with the Company, employee’s employment; and (c) the Company Severance Amount (as defined below), which Severance Amount shall reimburse be paid over a one (1) year period at the Executive for any expenses for which same times and in the Executive is entitled same manner as base annual salary had been paid to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation Employee prior to the Executive.termination of his employment hereunder.. As used herein, the “Severance

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) her base salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation 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 Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course 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 (a) the Company shall pay to the Executive (1) the Base Salary earned 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 her employment had not terminated and any incentive compensation for the entire calendar year in which 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, payable 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 provided 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) any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when and as the same such amount would have been payable but for such termination, pursuant to Section 4.02 if her employment had not terminated; (2b) any Bonus payable under this Agreement on account incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of any prior such calendar year, payable when and as year to the same would have been payable but for 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, termination of employee’s employment; and (3c) an amount equal to Twenty Five Percent (25%) of his then current annual the Base Salary for one (1) year, payment of which shall be made over one (1) year period at the same times and in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue same manner as base annual salary had been paid to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided Employee prior to the Executive on the last day termination of his her employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) 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 Executivehereunder.

Payments Upon Termination. In the event that the Company shall terminate If 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 is terminated for any reason prior to the Expiration Dateset forth in Section 7, then Employee shall be entitled to receive (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the Base Salary earned for the applicable calendar year through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account reimbursement of any prior 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 (a) any Annual Bonus 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 the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Employee’s target annual bonus for such year, payable multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following the date on which the Employee’s employment was so terminated and (b) full acceleration of vesting of Executive’s then outstanding Staking RSU’s. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, in addition to the foregoing, Employee shall be entitled to receive: (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when and as the same such amount would have been payable but for such termination, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled pursuant 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 4.02 if his 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 (a) the Company shall pay to the Executive (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, had not terminated; (b) the Company Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall continue be equal to provide the Executive with those medicalEmployee’s target annual bonus for such year, life multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and disability insurance benefits, if any(ii) the denominator of which shall be three hundred sixty-five (365), which are provided to the Executive on the last day payment shall be made within 90 days following such termination of his employment with employee’s employment; (c) full acceleration of vesting of Executive’s then outstanding Staking RSU’s; (d) payment by the Company for COBRA benefits for a period of three eighteen (318) months following his last day of employment with the Company, termination for Employee and any dependents covered immediately prior to termination and (ce) the Company Severance Amount (as defined below), which Severance Amount shall reimburse be paid over twelve (12) month period at the Executive for any expenses for which same times and in the Executive is entitled same manner as base annual salary had been paid to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation Employee prior to the Executivetermination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to the sum of (a) Base Salary for one year and (b) the Annual Bonus, which for purposes hereof shall be equal to the Employee’s target annual bonus for the current year.

Payments Upon Termination. In the event that the Company 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 Executive (or his heirs and/or personal representatives) ), (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, and (b2) any Bonus payable under this Agreement on account of any prior calendar yearquarter, payable when and as the same would have been payable but for such termination, and (cb) 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) the Company shall pay to the Executive (1) the Base Salary earned through the date of termination, payable when and as the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar yearquarter, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (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 disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) 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.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his Base Salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation 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 Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such 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 Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the consolidated EBITDA of the Company shall reimburse for the Executive for any expenses for which twelve month period ending on the Executive is entitled to reimbursement under Section 7 last day of this Agreementthe calendar month immediately preceding the date of termination times the Applicable Percentage, 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 multiplied by a reason other than those covered by Sections 8(a)fraction, (b) or (c) above), then (a) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (b) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall pay be credited against such amount), 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 provided that Employee shall have executed and delivered to the Executive Company a full release of claims in a form prepared by and acceptable to the Company in accordance with Section 8.06(e) (1a “Release”) and any period for rescission of such Release shall have expired without Employee having rescinded such Release, then Employee shall receive: (a) any Incentive Compensation pursuant to Section 4.02 for the 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) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the combined EBITDA of the Company for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 90 days following such termination of employee’s employment; (c) payment by the Company for COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination and (d) the Severance Amount (as defined below), which Severance Amount shall be paid over a two (2) year period at the same times and in the same manner as base annual salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to two hundred percent (200%) of the sum of (a) Base Salary earned through for one year and (b) Incentive Compensation for one year, which for purposes hereof shall be equal to the consolidated EBITDA of the Company for the twelve-month period ending on the last day of the calendar month immediately preceding the date of termination, payable when and as multiplied by the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (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 disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) 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 ExecutiveApplicable Percentage.

Payments Upon Termination. In the event that the Company shall terminate If 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 is terminated for any reason prior to the Expiration Dateset forth in Section 7, then Employee shall be entitled to receive (a) the Company shall pay to the Executive (or his heirs and/or personal representatives) (1) the her Base Salary earned for the applicable calendar year through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account reimbursement of any prior calendar yearbusiness 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, payable when or Employee’s heirs and assigns, as the same case may be, shall be entitled to receive (a) any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable but for such termination, and (c) the Company shall reimburse the Executive for any expenses for which the Executive is entitled pursuant 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 4.02 if her employment with the Company under Section 8(d) above (for a reason other than those covered by Sections 8(a), had not terminatedand (b) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to Employee’s target annual bonus for such year, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following the date on which the Employee’s employment was so terminated. If Employee’s employment is terminated pursuant to Section 7.01(e) or (cf) above)and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, then in addition to the foregoing, Employee shall be entitled to receive: (a) any Annual Bonus pursuant to Section 4.02 for the Company shall pay preceding calendar year to the Executive (1) the Base Salary earned through the date of termination, payable extent not yet paid when and as the same such amount would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal pursuant to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's Section 4.02 if her employment with the Company, had not terminated; (b) the Company Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall continue be equal to provide the Executive with those medicalEmployee’s target annual bonus for such year, life multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and disability insurance benefits, if any(ii) the denominator of which shall be three hundred sixty-five (365), which are provided to the Executive on the last day payment shall be made within 90 days following such termination of his employment with employee’s employment; (c) payment by the Company for COBRA benefits for a period of three eighteen (318) months following his last day of employment with the Company, termination for Employee and any dependents covered immediately prior to termination; and (cd) the Company Severance Amount (as defined below), which Severance Amount shall reimburse be paid over a twelve (12) month period at the Executive for any expenses for which same times and in the Executive is entitled same manner as base annual salary had been paid to reimbursement under Section 7 of this Agreement, and the Company shall have no further obligation Employee prior to the Executivetermination of her employment hereunder. As used herein, the “Severance Amount” shall be equal to the sum of (a) Base Salary for one year and (b) the Annual Bonus, which for purposes hereof shall be equal to the Employee’s target annual bonus for the current year.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his base salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation 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 Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course 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 (a) the Company shall pay to the Executive (1) the Base Salary earned 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 which 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, payable 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 provided 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) any incentive compensation pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when and as the same such amount would have been payable but for such termination, pursuant to Section 4.02 if his employment had not terminated; (2b) any Bonus payable under this Agreement on account incentive compensation for the calendar year in which Employee’s employment is terminated for the period from the beginning of any prior such calendar year, payable when and as year to the same would have been payable but for 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, termination of employee’s employment; and (3c) an amount equal to Twenty Five Percent the Guaranteed Minimum for eighteen (25%18) months, payment of his then current which shall be made over an eighteen (18) month period at the same times and in the same manner as base annual Base Salary in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Company, (b) the Company shall continue salary had been paid to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided Employee prior to the Executive on the last day termination of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) 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 Executivehereunder.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in Section 7, then Employee shall be entitled to receive (a) his Base Salary for the Executive's employment with applicable calendar year through the Company under Section 8(a)date of the termination, (b) any accrued and unused vacation 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 Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (c) reimbursement of any business expenses incurred in the Company shall reimburse the Executive for any expenses for which the Executive is entitled to reimbursement under Section 7 ordinary course 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 (a) the Company shall pay to the Executive (1) the Base Salary earned business through the date of terminationtermination that have not yet been reimbursed pursuant to Section 4.04, (d) 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 when pursuant to Section 4.02 as if his employment had not terminated and (e) any Incentive Compensation not yet paid for the calendar year in which the Employee’s employment is terminated in an amount determined by multiplying EBITDA for the twelve month period immediately preceding the date of termination by the Applicable Percentage, and multiplying the product thereof by a fraction, (i) the numerator of which shall be the number of days in the period from the beginning of such calendar year to the date of the termination of Employee’s employment and (ii) the denominator of which shall be three hundred sixty-five (365), which payment shall be made within 90 days following such termination of employee’s employment. If Employee’s employment is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company the Company’s standard form of release of claims and any period for rescission of such release shall have expired without Employee having rescinding such release, in addition to the foregoing, Employee shall be entitled to receive the Severance Amount (as defined below), payment of which shall be paid in equal installments over a one (1) year period at the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when times and as in the same would have manner as Base Salary had been payable but for paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to (a) $879,570 in the event such terminationtermination occurs on or before December 31, and 2017 or (3b) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary the Guaranteed Minimum in a lump sum payment within thirty (30) days following the last day of the Executive's employment with the Companyevent such termination occurs after December 31, (b) the Company shall continue to provide the Executive with those medical, life and disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) 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 Executive2017.

Payments Upon Termination. In the event that the Company shall terminate If this Agreement and is terminated for any reason set forth in this Section 7, then Employee shall be entitled to receive (a) his Base Salary through the Executive's employment with date of the Company under Section 8(a)termination, (b) any accrued and unused vacation 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 Executive (or his heirs and/or personal representatives) (1) the Base Salary earned paid time off time through the date of termination, payable when and as the same would have been payable but for such termination, and (b) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such 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 Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the consolidated EBITDA of the Company shall reimburse for the Executive for any expenses for which twelve month period ending on the Executive is entitled to reimbursement under Section 7 last day of this Agreementthe calendar month immediately preceding the date of termination times the Applicable Percentage, 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 multiplied by a reason other than those covered by Sections 8(a)fraction, (b) or (c) above), then (a) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (b) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall pay be credited against such amount), 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 provided that Employee shall have executed and delivered to the Executive Company a full release of claims in a form prepared by and acceptable to the Company in accordance with Section 8.06 (1a “Release”) and any period for rescission of such Release shall have expired without Employee having rescinded such Release, then Employee shall receive: (a) any Incentive Compensation pursuant to Section 4.02 for the 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) Incentive Compensation for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the combined EBITDA of the Company for the twelve month period ending on the last day of the calendar month immediately preceding the date of termination times the Applicable Percentage, multiplied by a fraction, (i) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (ii) the denominator of which shall be three hundred sixty-five (365) (for avoidance of doubt, the amount of draws paid by Company to Employee for Incentive Compensation during such calendar year as contemplated by Section 4.02, shall be credited against such amount), which payment shall be made within 90 days following such termination of employee’s employment; (c) payment by the Company for COBRA benefits for a period of eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination and (d) the Severance Amount (as defined below), which Severance Amount shall be paid over a two (2) year period at the same times and in the same manner as base annual salary had been paid to Employee prior to the termination of his employment hereunder. As used herein, the “Severance Amount” shall be equal to two hundred percent (200%) of the sum of (a) Base Salary earned through for one year and (b) Incentive Compensation for one year, which for purposes hereof shall be equal to the consolidated EBITDA of the Company for the twelve-month period ending on the last day of the calendar month immediately preceding the date of termination, payable when and as multiplied by the same would have been payable but for such termination, (2) any Bonus payable under this Agreement on account of any prior calendar year, payable when and as the same would have been payable but for such termination, and (3) an amount equal to Twenty Five Percent (25%) of his then current annual Base Salary in a lump sum payment within thirty (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 disability insurance benefits, if any, which are provided to the Executive on the last day of his employment with the Company for a period of three (3) months following his last day of employment with the Company, and (c) 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 ExecutiveApplicable Percentage.