Common use of Relocation Expenses Clause in Contracts

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. (i) In connection with The Company shall reimburse the Executive’s commencement of employment hereunder, as soon as practicable after to the Execution Date, the Company shall provide extent it has not previously reimbursed the Executive with a furnished apartment or arrange pursuant to the Prior Employment Agreement, for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size reasonable and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs customary relocation expenses actually incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on Employment Period as a direct result of the Effective Date relocation of him and ending no later than October 31his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, 2004 NJ (the “Reimbursement PeriodRelocation Expenses”) (unless ), subject to Company policies and to such period is otherwise extended reasonable substantiation and documentation as may be specified by the Board pursuant to Section 8(d)(ii) below)Company, including house-hunting visits for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during spouse as reasonably necessary; the Reimbursement Period, subject cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s provision home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable documentation period of such expenses time; real estate commissions on the sale of the Executive’s home in accordance with Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s business expense reimbursement policy. (ii) Notwithstanding retail division executive offices; and airfare to the foregoingRockaway, (x) NJ area for all members of the Executive hereby agrees thatExecutive’s immediate family. For the avoidance of doubt, during the Term such reimbursable Relocation Expenses will not include payment of Employment but any losses in no event later than July 31connection with any capital transaction, 2004, so long such as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) sale of a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d)home. In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to that any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or reimbursements for the benefit of the Executive under Section 8(d)(i) or (ii) result in Relocation Expenses are taxable income to the Executive, the Company shall provide promptly make additional “gross up” payments to the Executive with an amount equal sufficient to any income and other cover such additional taxes payable by (including taxes on the gross-up). The Company shall pay the Executive upon any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall not incur any tax costs with respect to such payments and benefitsbe made within thirty (30) days of the date of termination.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the The Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, promptly reimburse the Executive for all relocation expenses as described below. The Company will only pay for reasonable costs incurred by the Executive broker fees in connection with the maintenance sale of the Executive’s existing residence, reasonable out-of-pocket fees and use expenses but not taxes payable in connection with such sale (other than transfer taxes), the packing and moving of all household goods and shipment of three automobiles based upon a competitive bid obtained through the Company’s human resources department, and fees and expenses, but not broker fees or mortgage financing fees in excess of two points, in connection with the purchase of a residence. The Executive shall be entitled to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 determination to relocate (the “Reimbursement Commencement Date”). Between the Commencement Date and the earlier of (1) the date the Executive’s family relocates or (2) six months after the Commencement Date (the “Transition Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), the Executive may make no more than fifteen round trips by air at the Company’s expense to commute to his last residence or such other place as Executive shall determine. The Executive will also be reimbursed for reasonable travel expenses incurred by associated with commuting during the Transition Period, including two trips to any such new location for his spouse for purposes of relocation-related planning, and for temporary housing and rental car expenses at any such new location. In respect of the two trips to the new location for the Executive’s spouse, the Company will reimburse the Executive for first-class travel arrangements for the Executive’s spouse only. The Executive will be entitled to receive an additional payment to cover any federal, state, and local income taxes that he incurs in connection with his commute between his current primary residence any reimbursement for relocation expenses that are not tax deductible. The Executive will be entitled to reimbursement for miscellaneous household expenses incurred in connection with the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject relocation in order to put the Executive’s provision of reasonable documentation of such expenses new residence into move-in accordance with the Company’s business expense reimbursement policy. condition in an amount not to exceed twenty thousand dollars (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above$20,000.00). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. (i) In connection with As of the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Resignation Date, Executive is relieved of any obligation he may have under the terms of his Employment Agreement or otherwise, to reimburse Company shall provide the Executive with a furnished apartment for any relocation or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the related expenses previously reimbursed by Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision move from San Francisco to Paradise Valley, Arizona in October of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy2006, including but not limited to any tax Gross-up Payments. (ii) Notwithstanding In the foregoingevent that within twelve (12) months from the Resignation Date, Executive moves from his current residence in Paradise Valley, Arizona to the San Francisco Bay area (xincluding the counties of Alameda, Contra Costa, Marin, Napa, San Francisco, San Mateo, Santa C▇▇▇▇, S▇▇▇▇▇ or Santa C▇▇▇), Company will, at Executive’s election, directly pay or reimburse Executive for the following moving costs actually incurred by Executive in connection with such move (the “Moving Costs”): (1) The costs of packing, insuring, moving, storage (for up to three months) and unpacking Executive’s household goods; and (2) The costs of shipping Executive’s automobiles; and (3) A Gross-up Payment on the Moving Costs equal to 44.55% of the total amount of the Moving Costs includable in Executive’s net income for tax purposes but for which Executive hereby agrees thatis not otherwise entitled to a deduction (without regard to the Gross-up Payment) to cover Executive’s federal and state tax liability relating to payment of the Moving Costs. (4) Any Moving Costs to be paid or reimbursed by Company pursuant to this Section 4(d) shall be paid or reimbursed by no later than the end of calendar year 2008. In addition, during any Gross–up Payment to be paid pursuant to this Section 4(d) shall be payable by Company upon thirty (30) days written notice of the Term of Employment but payment and amount due; provided however that in no event later than July 31, 2004, so long as will such payment be made after the close of the calendar year in which Executive remains employed hereunder, remits payment of the Executive shall propose taxes that give rise to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above)Gross-up Payment. (iii) To the extent Executive acknowledges and agrees that Company will have no obligation to pay any payments Moving Costs or benefits provided any Gross-up Payment pursuant to this Section if a third party has offered to or is responsible for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision payment of such payments Moving Costs either as a result of an offer of employment or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefitsotherwise.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York pay Employee two-hundred and fifty thousand dollars ($250,000) (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement PeriodRelocation Payment”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), reimburse Employee for reasonable travel Employee’s relocation expenses incurred by the Executive associated with his or her move to Wisconsin in connection with his commute between or her employment by the Company. The Relocation Payment shall be paid within thirty (30) days of the Start Date. If Employee incurs actual, reasonable and customary relocation expenses within one (1) year after the Start Date that exceed the Relocation Payment (for items such as real estate commissions and other closing costs relating to the sale of Employee’s current house, storage of Employee’s household goods for a maximum of six (6) months while Employee and his or her family are in temporary housing, etc.) (collectively, the “Excess Relocation Expenses”), Employee may provide the Company’s SVP of Human Resources with documentation of such Excess Relocation Expenses for review by the CEO, and the CEO may elect, in his discretion, to reimburse Employee for all or part or none of such Excess Relocation Expenses. In addition, the Company agrees to provide Employee with a payment equal to two percent (2%) of the final sale price of his current primary residence upon Employee’s successful sale and closure on such primary residence if such sale and closure is completed within six (6) months of the Start Date (the “Home Sale Payment”). The Home Sale Payment shall be paid within thirty (30) days of the sale and closure of the home subject to Employee’s submittal of documentation of the fmal sale closure. In addition to the Relocation Payment, Home Sale Payment and Excess Relocation Expenses (if any), Company shall reimburse Employee for the reasonable cost of temporary housing in Wisconsin and reasonable, occasional travel back to Employee’s house as of the Boston, Massachusetts metropolitan area Start Date for up to six (6) months after the Start Date and shall reimburse Employee for the reasonable expenses associated with two (2) house-hunting trips by Employee and his Business Residence during or her spouse. Reimbursement of such costs and expenses shall be made within thirty (30) days of Employee’s incurring the Reimbursement Periodcosts and expenses, subject to the ExecutiveEmployee’s provision of providing reasonable documentation of such expenses in accordance with the Companyreimbursable costs and expenses. Employee agrees that if Employee initiates Employee’s business expense reimbursement policy. Separation from Service without Good Reason (iias defined below) Notwithstanding at any time within twelve (12) months of the foregoingStart Date, Employee shall repay all payments made to him or her pursuant to this Section 4.5 (x) including without limitation the Executive hereby agrees thatRelocation Payment, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “any Excess Relocation Plan”) and (y) in the event that the Company Expenses and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 Home Sale Payment) within thirty (subject to any extension 30) days of the Reimbursement Period as provided in paragraph Separation from Service. Employee further agrees that if Employee fails to relocate his or her primary residence to Wisconsin within six (i6) above). (iii) To the extent that any payments or benefits provided to or for the benefit months of the Executive under Section 8(d)(i) Start Date, he or (ii) result in taxable income to she shall repay the ExecutiveRelocation Payment, the Company shall provide the Executive with an amount equal to any income Excess Relocation Expenses and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefitsHome Sale Payment.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, has reimbursed or shall reimburse the Executive for all reasonable costs and customary relocation expenses actually incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on Employment Period as a direct result of his relocation to a location within reasonable commuting distance of the Effective Date Company’s retail division executive offices in Rockaway, NJ or the Company’s offices in Elmsford, NY (“Relocation Expenses”), subject to Company policies and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless to such period is otherwise extended reasonable substantiation and documentation as may be specified by the Board pursuant to Section 8(d)(ii) below)Company, including house-hunting visits for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in as reasonably necessary; the Boston, Massachusetts metropolitan area cost of packing and his Business Residence during moving the Reimbursement Period, subject Executive’s household goods and the moving of automobiles to the Executive’s provision home in or around Rockaway, NJ or Elmsford, NY; the cost of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing, (x) temporary housing for the Executive hereby agrees thatand his immediate family in or around Rockaway, during NJ or Elmsford, NY (not to exceed 18 months in duration); the Term cost of Employment but temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the purchase of a new home in no event later than July 31or around Rockaway, 2004NJ or Elmsford, so long NY; reasonable closing costs on a new home that is a reasonable commuting distance from Rockaway, NJ or Elmsford, NY; and airfare to the Rockaway, NJ or Elmsford, NY area for all members of the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in connection with any capital transaction, such as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) sale of a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d)home. In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to that any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or reimbursements for the benefit of the Executive under Section 8(d)(i) or (ii) result in Relocation Expenses are taxable income to the Executive, the Company shall provide promptly make additional “gross up” payments to the Executive with an amount equal sufficient to any income and other cover such additional taxes payable by (including taxes on the gross-up). The Company has paid or shall pay the Executive upon any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay (a) 100% of the gross amount of any Relocation Expenses paid or reimbursed if such termination occurs within one year following the Prior Agreement Effective Date and (b) 50% of the gross amount of Relocation Expenses paid or reimbursed if such termination occurs more than one year from the Prior Agreement Effective Date but within two years following the Prior Agreement Effective Date, which repayment shall not incur any tax costs with respect to such payments and benefitsbe made within thirty (30) days of the date of termination.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the The Company shall will provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (up to $200,000 to be used during the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive 2021 calendar year in connection with the maintenance and use Executive’s relocation of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary Executive’s principal residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoingFlorham Park, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence New Jersey area (the “Relocation PlanAmount”). Acceptable uses of the Relocation Amount include (i) expenses related to moving household goods and personal effects including hiring professional movers or renting a moving vehicle and packing supplies; (ii) the cost paid for standard carrier insurance while in transit; (iii) mileage reimbursement at the federal mileage rate to drive Executive’s personal vehicle(s) to the new location; (iv) travel costs, including airfare or other public transportation and lodging for Executive and his immediate family members between his old and new homes; and (yv) offsetting Executive’s closing costs for buying and/or selling a home (collectively “Relocation Expenses”). Appropriate supporting documentation (i.e., itemized receipts) of the Relocation Expenses must be submitted within sixty (60) days following the date the Relocation Expenses are incurred and prior to reimbursement. Any Relocation Amount will be paid with respect to any Relocation Expenses no later than thirty (30) days following the date of receipt of an invoice or other documentation that complies with Company policies. The Company will withhold from any Relocation Amount any applicable income and employment tax withholdings, as determined in its reasonable judgment, and Executive will be responsible for paying any taxes on these reimbursements to the event extent that they are taxable income under applicable tax law. If Executive’s service to the Company terminates for any reason (other than a termination by the Company without Cause, a resignation by Executive for Good Reason, or a termination by virtue of Executive’s death or Disability) prior to the date that is twenty-four (24) months following the Start Date, then Executive will forfeit all rights to be paid any portion of the Relocation Amount not yet paid as of the date of termination and Executive must further repay to the Company the portion of the Relocation Amount that has been paid to Executive as of the termination date (on a net of tax basis) (the “Relocation Repayment Amount”). Executive agrees that the Company and may deduct, in accordance with applicable law, the Relocation Repayment Amount from any payments the Company owes Executive, including but not limited to any regular payroll amount, severance payments (if applicable), and/or any expense payments. Executive agree on further agrees to pay to the terms Company, within thirty (30) days of the termination date, any remaining unpaid balance of the Relocation Repayment Amount not covered by such Relocation Plan and such plan is agreed upon by deductions. For the Board and avoidance of doubt, Executive will perform his duties primarily out of the Executive Florham Park, New Jersey office, both prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree subsequent to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Companyrelocation of Executive’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above)household. (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. (i) In The Company will reimburse Executive for actual and reasonable expenses incurred in connection with the relocation of Executive’s commencement 's personal residence, up to a maximum reimbursement of employment hereunder$30,000. Items that are eligible for reimbursement under the preceding sentence include packing and moving expenses, as soon as practicable after storage, temporary living accommodations, and home sale and home purchase closing costs (including without limitation real estate commissions). In addition, if Executive decides to sell his current residence located in Grundy, Virginia (the Execution Date"Residence"), and puts the Residence on the market on or before December 31, 1999, and subsequently sells the Residence, the Company shall provide the reimburse Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to (i) the appraised value of the Residence as determined pursuant to a written appraisal prepared by an independent real estate appraiser reasonably acceptable to the Company (the "Appraised Value") less (ii) the selling price of the Residence, without deduction of any income commission, cost or expense (the "Selling Price"); provided, however, that the amount of the reimbursement pursuant to this sentence shall not exceed $35,000, and other taxes payable by provided further that if the Selling Price equals or exceeds the Appraised Value, Executive upon will not be entitled to any reimbursement under this sentence. Reimbursements under this Section 2(d) will be reported as compensation to Executive and may be subject to state and/or federal taxation. To the provision extent reimbursement of such payments expenses pursuant to this Section 2(d) is subject to state or benefits (and federal taxation, the Company will pay an additional amount (the "Gross-Up Payment") such that after payment of all state and federal taxes on the reimbursement and the Gross-Up Payment, Executive will retain an amount equal to any taxes imposed on such tax gross-up amount), such that the reimbursement. Executive shall not incur any tax costs will fully and completely cooperate with the Company with respect to such payments all matters associated with the taxation and benefitspotential taxation of reimbursements made pursuant to this Section. Notwithstanding anything else to the contrary, total reimbursement and Gross-Up Payments pursuant to this Section will not exceed $125,000.00.

Relocation Expenses. Provided that Executive relocates to the Denver metropolitan area by the six (i) In connection with 6)-month anniversary of the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Effective Date, the Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the reimburse Executive for all reasonable Executive's relocation costs reasonably incurred by the Executive in connection with such relocation, with such reimbursements not to exceed the maintenance aggregate amount of $50,000 subject to all of the limitations and use procedures set forth in the Company's relocation, expense reimbursement and/or other applicable policies as in effect from time to time, including requirements for submission of such Business Residence during the period commencing on timely and appropriate documentation and subject to all applicable withholdings. Following the Effective Date and ending no later than October 31, 2004 until the earlier of the three (3)-month anniversary of the “Reimbursement Period”) (unless such period is otherwise extended Effective Date and Executive's relocation as contemplated by the Board pursuant to Section 8(d)(ii) below)foregoing, the Company shall reimburse Executive for reasonable travel expenses Executive's temporary housing costs incurred by the Executive in connection with his commute between his current primary residence in Executive's performance of Executive's duties and responsibilities hereunder at the BostonCompany's headquarters, Massachusetts metropolitan area and his Business Residence during with such reimbursements not to exceed the Reimbursement Periodaggregate amount of $10,000 per month, subject to all of the Executive’s provision of reasonable documentation of such expenses limitations and procedures set forth in accordance with the Company’s business 's relocation, expense reimbursement policy. (ii) Notwithstanding the foregoingand/or other applicable policies as in effect from time to time, (x) the Executive hereby agrees that, during the Term including requirements for submission of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose timely and appropriate documentation and subject to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d)all applicable withholdings. In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph that (i) above). Executive's employment with the Company is terminated by the Company for Cause or by Executive without Good Reason, in either case, within the twelve (iii) To 12)­month period following the extent that any payments or benefits provided to or for the benefit date of the Executive under Section 8(d)(i) Executive's relocation, or (ii) result in taxable income Executive fails to relocate to the Executivemetropolitan area in which the Company's headquarters are then located within the twelve (12)­month period following the Effective Date, Executive shall be required to repay to the Company shall provide the Executive with an amount in cash equal to any income and other taxes payable by the after-tax value of the reimbursements previously paid to Executive upon pursuant to this Section 3(g) within thirty (30) days following the provision date of such payments termination or benefits the expiration of such twelve (and an additional amount equal to any taxes imposed on such tax gross-up amount)12)-month period, such that the Executive shall not incur any tax costs with respect to such payments and benefitsas applicable.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees will provide Employee with up to pay and/or reimburse, as applicable, $25,000 to be used during the Executive for all reasonable costs incurred by the Executive 2019 calendar year in connection with the maintenance and use Employee’s relocation of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary Employee’s principal residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoingDurham, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence North Carolina area (the “Relocation PlanAmount”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension Acceptable uses of the Reimbursement Period as provided in paragraph Relocation Amount include (i) above). expenses related to moving household goods and personal effects including hiring professional movers or renting a moving vehicle and packing supplies; (ii) the cost paid for standard carrier insurance while in transit; (iii) To mileage reimbursement at the federal mileage rate to drive Employee’s personal vehicle(s) to the new location; (iv) travel costs, including airfare or other public transportation and lodging for Employee and his immediate family members between his old and new homes; and (v) offsetting Employee’s closing costs for buying and/or selling a home (collectively “Relocation Expenses”). Appropriate supporting documentation (i.e., itemized receipts) of the Relocation Expenses must be submitted within 60 days after date the Relocation Expenses are incurred and prior to reimbursement. Any Relocation Amount will be paid with respect to any Relocation Expenses no later than 30 days after the date Employee submits appropriate supporting documentation. The Company will withhold from any Relocation Amount any applicable income and employment tax withholdings, as determined in its reasonable, good faith judgment, and Employee will be responsible for paying any taxes on these reimbursements to the extent that they are taxable income under applicable tax law. For the avoidance of doubt, if any payments or benefits provided to or for the benefit of the Executive under Relocation Amount reimbursed is subject to the provisions of Section 8(d)(i409A of the Code, then (i) or any reimbursements of such amount will be paid no later than December 31st of the year following the year in which the expense was incurred, (ii) result the amount of expenses reimbursed in taxable income one year will not affect the amount eligible for reimbursement in any subsequent year and (iii) the right to reimbursements under this Agreement will not be subject to liquidation or exchange for another benefit. If Employee resigns from the Company for any reason other than Good Reason (as defined below) or if the Company terminates Employee’s employment for Cause (as defined below) within twelve (12) months following the Effective Date, Employee must repay to the ExecutiveCompany the full Relocation Amount which was previously provided to Employee, on a pre-tax basis, and Employee will forfeit all rights to be paid any additional Relocation Amount not yet paid as of the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision date of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefitstermination.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the The Company shall provide the pay, or reimburse Executive with a furnished apartment or arrange for alternative temporary lodging in New Yorkfor, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel relocation expenses incurred by the Executive in connection relating to his relocation to Durham, North Carolina as follows: 1. The Company will provide Executive with his commute between his current primary residence four installment payments in the Bostonamount of $50,000 each, Massachusetts metropolitan area and his Business Residence during to be paid in a lump sum on the Reimbursement Period, subject to first payroll date of each of the first four fiscal quarters of Executive’s provision employment, with each payment to be grossed up for income and withholding taxes based on the marginal tax rate applicable to compensation disbursed at the time of payment. These payments are intended to contribute to all transitional relocation expenses including but not limited to current housing lease coverage, housing rental in the Research Triangle Park area, storage expenses and personal travel expenses. 2. The Company will pay for or reimburse Executive for the reasonable documentation costs of such expenses in accordance necessary house-hunting trip(s), with prior approval by the Company’s business expense reimbursement policySenior Vice President of Human Resources. 3. The Company will pay for the reasonable and customary expenses of moving Executive’s household belongings. Executive shall use Paragon Relocation for such purposes and the Company will be directly billed for those expenses, including moving household goods from Aspen, CO and Austin, TX. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose be obligated to reimburse the Board Company for its approval (which approval will not be unreasonably withheld) a reasonable plan for the all relocation of his Primary Residence (the “Relocation Plan”) and (yamounts paid to Executive under this Section 3(e) in the event that Executive resigns from his employment (without “Good Reason”) or the Company and terminates Executive’s employment for “Cause” before the second anniversary of the Employment Start Date. Executive agree on will authorize the terms of such Relocation Plan and such plan Company to withhold any amounts due from his paycheck if reimbursement is agreed upon by the Board and the Executive prior to July 31necessary, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above)legal requirements. (iii) To In the extent event that any payments Executive’s employment is terminated on or before October 31, 2019, under circumstances making him eligible for severance benefits provided to or for under the benefit Section 16 Severance Plan, then as additional severance benefits, conditioned upon Executive’s execution of a release of claims as otherwise required under the Section 16 Severance Plan, which shall be substantially in the form of the Release described in Section 8(a) of this Agreement, and the other terms and conditions applicable to Executive’s receipt of severance benefits under such Plan, Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, will be eligible for reimbursement by the Company shall provide for any loss incurred in the Executive with an sale of Executive’s primary North Carolina residence following the Termination Date in the amount equal to any income and other taxes payable the greater of (x) the fair market value of such residence as determined by the Executive upon Company’s third party relocation service, or (y) the provision purchase price of such payments or benefits residence and the documented cost of any capital improvements made to the such residence made by Executive, over (z) the net sale price received by Executive (“Loss on Sale Severance Benefits”). Such amount shall be paid to Executive in lump sum (less applicable withholdings) within two and an additional amount equal to any taxes imposed on such tax grossone-up amount)half months following the sale of the residence, such that the Executive shall not incur any tax costs with respect to such payments and benefitsexcept as provided in Section 7(b) below.

Relocation Expenses. Subject to Employee’s relocation from Employee’s current residence in Houston, and Employee’s continued employment through the time of relocation, the Company will reimburse Employee for the ordinary and necessary expenses incurred by Employee as a result of his relocation, including the reasonable costs associated with (i) In connection with packing, unpacking and moving Employee’s personal and household goods to the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the Company shall provide the Executive with a furnished apartment Philadelphia or arrange for alternative temporary lodging in New York, New York Boston metropolitan area (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. ; (ii) Notwithstanding the foregoingHouston, Texas area home closing costs (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan including customary real estate closing costs for the relocation sale of his Primary Residence Employee’s existing home, including realtor’s commission up to 6%), but excluding seller-paid points, pro-rated taxes, pro-rated interest and sellers’ allowances; and (iii) Philadelphia or Boston (as applicable) area normal closing costs for purchase of a new home with a maximum of 1% for loan origination fee and excluding discount points, pre-paids and homeowner association fees (the “Relocation PlanExpenses”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree addition, if any Relocation Expenses paid to such Relocation Plan prior Employee is determined to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective be taxable as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable ordinary income to the ExecutiveEmployee, the Company will make an additional cash payment to Employee (the “Relocation Gross-Up Payment”), in an amount which, after the reduction of any income or employment taxes associated with the Relocation Gross-Up Payment, is sufficient to satisfy the amount of the income and employment taxes incurred by Employee as a result of such payment or reimbursement of the Relocation Expenses. For compliance with Code Section 409A, any Relocation Gross-Up Payment shall provide be made no later than December 31 of the year following the year in which the Executive with an amount equal to remits any income and other such taxes payable by the Executive upon the provision incurred as a result of such payments payment or benefits reimbursement of the Relocation Expenses. Any Relocation Expenses will be paid to Employee within 30 days after the date Employee submits receipts for such expenses. For the avoidance of doubt, if any reimbursements payable to Employee are subject to the provisions of Code Section 409A: (a) to be eligible to obtain reimbursement for such Relocation Expenses, Employee must submit expense reports within 45 days after the expense is incurred, (b) any such Relocation Expenses will be paid no later than December 31 of the year following the year in which the expense was incurred, (c) the amount of Relocation Expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and an additional amount equal (d) the right to any taxes imposed on such tax gross-up amount), such that the Executive shall Relocation Expenses under this Agreement will not incur any tax costs with respect be subject to such payments and benefitsliquidation or exchange for another benefit.

Relocation Expenses. The Executive shall relocate from Cincinnati, Ohio to Dallas, Texas no later than June 2009. The Company will reimburse the Executive for the following relocation expenses: (i) In connection with the Executive’s commencement temporary housing costs in Dallas for up to ten (10) months (not to exceed Two thousand and two hundred dollars ($2,200) per month), (ii) the cost of employment hereundertwo (2) trips for the Executive and his family to search for a permanent residence in Dallas, which includes airfare, a car rental and meal expenses, (iii) the realtor fee for the sale of the Executive’s residence in Cincinnati, up to 6%, (iv) other closing costs associated with the sale of the Executive’s residence in Cincinnati, including attorney fees, title fees, escrow fees, and other similar expenses, (v) costs associated with transporting the Executive’s household and personal property from Cincinnati to Dallas upon the Executive submitting three (3) bids from moving companies, and (vi) costs associated with the trip for the Executive and his family when moving to Dallas. The Executive shall submit all relocation expenses to the Company Controller on the Company’s expense report forms, along with documentation and receipts for approval. The Company will reimburse the Executive all approved relocation expenses on a “tax gross-up” basis. All reimbursements shall be made as soon as reasonably practicable after and in all events on or before the Execution Date, last day of the Company shall provide second full calendar month following the date on which the Executive with a furnished apartment or arrange presents such relocation expenses for alternative temporary lodging in New Yorkreimbursement; provided, New York (the “Business Residence”)however, which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event shall a reimbursement be made later than July 31, 2004, so long as on the last day of the calendar year following the calendar year in which the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for incurred the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above)expenses. (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. The Company shall reimburse the Executive for the following out of pocket relocation expenses (collectively, the “Relocation Expenses”): (i) In connection with the reasonable, documented costs for up to two (2) house hunting trips including two sets of two coach-class roundtrip airline tickets from Harrisburg, Pennsylvania to Dallas, Texas for the Executive and the Executive’s commencement fiancé and any reasonable lodging and meal expenses incurred during such trips; (ii) expenses for temporary living quarters for the three successive months beginning November 1, 2009 (such costs not to exceed $2,500 per month); (iii) the relocation of employment hereunderall of Executive’s household goods and up to two (2) vehicles via Mayflower Moving Company (such costs not to exceed an aggregate of $16,000); (iv) reasonable and customary buyer closing costs relating to the purchase of a home in the Dallas, as soon as practicable after the Execution Date, the Company shall provide the Texas area; and (v) any incremental tax liability incurred by Executive with a furnished apartment or arrange respect to the reimbursements for alternative temporary lodging in New Yorkthese Relocation Expenses, New York (the “Business Residence”), which Business Residence shall be of a size and style so that Executive is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Periodsame position she would have enjoyed if such reimbursements were not subject to income tax, subject to the Executive’s provision of Executive providing the Company with reasonable documentation of such expenses in accordance all Relocation Expenses; provided that the Company shall have no obligation to reimburse the Executive for any Relocation Expenses incurred after the first anniversary of the Start Date. If the Executive resigns her employment with the Company’s business expense reimbursement policy. Company or is terminated for Cause within twelve (ii12) Notwithstanding months following the foregoingStart Date, Executive shall be obligated to repay the Company one hundred percent (x100%) of the Relocation Expenses reimbursed pursuant to this Section 4.4. If the Executive hereby agrees that, during resigns her employment with the Term Company or is terminated for Cause at anytime after the first anniversary of Employment the Start Date but in no event later than July 31, 2004, so long as on or prior to the Executive remains employed hereundersecond anniversary of the Start Date, the Executive shall propose be obligated to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that repay the Company and fifty percent (50%) of the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior Expenses reimbursed pursuant to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above)4.4. (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. The Executive shall purchase a residence within twenty (i20) In connection with miles of the ExecutiveCompany’s commencement principal offices by the later of employment hereunderJuly 31, as soon as practicable 2007 or one hundred eighty (180) days after the Execution Effective Date (the “Relocation Date”), and for the period commencing on the Effective Date and ending on the Relocation Date, the Company shall provide the Executive with a suitable, furnished apartment or arrange within twenty (20) miles of the Company’s principal offices and shall pay for alternative temporary lodging in New Yorkthe rent and utilities for such apartment. If and when Executive and his family relocate their principal residence from Westchester County, New York to a location within twenty (20) miles of the Company’s principal offices, and if they do so no later than September 30, 2008, then the Company shall reimburse the Executive for the following out-of-pocket expenses that he incurs: (i) ordinary and reasonable realtor fees and closing costs incurred in connection with the sale of the Executive’s current primary residence, (ii) ordinary and reasonable closing costs incurred in connection with the purchase of the Executive’s new primary residence, (iii) ordinary and reasonable costs incurred to pack, insure, transport and unpack the household furnishings and effects of his primary residence, and (iv) ordinary and reasonable costs for up to thirty (30) days of temporary housing for Executive and his family while his household furnishings are in transit. In no event shall the Company reimburse relocation expenses, pursuant to the immediately preceding sentence in an amount, in the aggregate, in excess of $250,000. From the Effective Date through the earlier of the date the Executive and his family relocate their principal residence to within twenty (20) miles of the Company’s principal offices or the Relocation Date, the Company shall make private aircraft available to the Executive up to twice per calendar week for the purpose of traveling to or from his current residence and the Company’s principal offices. Thereafter, until the earlier of the date the Executive’s family relocates to within twenty (20) miles of the Company’s principal offices or one (1) year after the Relocation Date (the “Business ResidenceTransition Period”), which Business Residence the Company shall be make private aircraft available to the Executive up to twice per calendar week for the purpose of a size traveling to or from his family’s residence and style the Company’s principal offices, provided that is commensurate to the extent any expense associated with the Executive’s position with use of the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicableaircraft is not deductible by the Company, the Executive shall reimburse the Company for all reasonable costs incurred by the Executive in connection with loss of any tax benefit or, at the maintenance and Executive’s election, pay for the use of such Business Residence during airplane in a manner such that no portion of the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period expense is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel nondeductible. All expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject related to the Executive’s provision of reasonable documentation of such expenses in accordance with personal commuting incurred after the Company’s business expense reimbursement policy. (ii) Notwithstanding Transition Period will be at the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension sole cost of the Reimbursement Period as provided in paragraph (i) above)Executive. (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the The Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, reimburse the Executive for all reasonable costs and customary relocation expenses actually incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on Employment Period as a direct result of the Effective Date relocation of him and ending no later than October 31his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, 2004 NJ (the “Reimbursement PeriodRelocation Expenses”) (unless ), subject to Company policies and to such period is otherwise extended reasonable substantiation and documentation as may be specified by the Board pursuant to Section 8(d)(ii) below)Company, including house-hunting visits for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during spouse as reasonably necessary; the Reimbursement Period, subject cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s provision home in or around Rockaway, NJ; the cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ (not to exceed six months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable documentation period of such expenses time; real estate commissions on the sale of the Executive’s home in accordance with Illinois and the purchase of a new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s business expense reimbursement policy. (ii) Notwithstanding retail division executive offices; and airfare to the foregoingRockaway, (x) NJ area for all members of the Executive hereby agrees thatExecutive’s immediate family. For the avoidance of doubt, during the Term such reimbursable Relocation Expenses will not include payment of Employment but any losses in no event later than July 31connection with any capital transaction, 2004, so long such as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) sale of a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d)home. In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to that any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or reimbursements for the benefit of the Executive under Section 8(d)(i) or (ii) result in Relocation Expenses are taxable income to the Executive, the Company shall provide promptly make additional “gross up” payments to the Executive with an amount equal sufficient to any income and other cover such additional taxes payable by (including taxes on the gross-up). The Company shall pay the Executive upon any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay (i) 100% of the gross amount of reimbursed Relocation Expenses if such termination occurs within one year of the Effective Date and (ii) 50% of the gross amount of reimbursed Relocation Expenses if such termination occurs more than one year following the Effective Date but less than two years following the Effective Date, which repayment shall not incur any tax costs with respect to such payments and benefitsbe made within thirty (30) days of the date of termination.

Relocation Expenses. (i) In connection The Company shall provide reimbursement to the Executive of customary and reasonable expenses associated with the relocation of the Executive’s commencement household to the Dallas area. These expenses shall include (a) for the selling of employment hereunderthe Executive’s existing home: realtors fees, title insurance, inspection fees, transfer taxes, appraisals, and taxes associated with documentation filings; (b) packing, transportation, insurance, storage and unpacking of the Executive’s personal possessions to the Executive’s new home; and (c) for the purchase of the Executive’s new home: title insurance, inspection fees, transfer and documentation taxes, and loan origination fees not to exceed one percent of your mortgage. Presentation of proper evidence of expenses incurred will be required for reimbursement of the Executive’s relocation expenses and, once submitted, will be reimbursed within thirty (30) days following such submission. A payment to "gross up" reimbursed expenses will be made at the same time as soon as practicable after such reimbursement to offset federal and other taxes deemed to be imposed on such reimbursement using the Execution Datesame tax rate assumptions specified in Section 4(g) for any component of the relocation that is considered taxable per IRS regulations. The Company shall reimburse the Executive for relocation costs up to a maximum of $260,000 (before "gross up" for federal income taxes). The Company shall make available to the Executive a full-service relocation service. In addition, the Company shall provide reimburse the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York the cost of up to three (3) house hunting trips for the “Business Residence”), which Business Residence shall be of a size Executive and style that is commensurate with the Executive’s position with family, including airfare, hotel, meal costs and the Company hereundercost of a rental vehicle, which reimbursement shall not be included in the calculation of, or subject to, the $260,000 limitation above. The Company also hereby agrees to pay and/or reimburserelocation assistance described in this Section 2(b)(viii) will be paid for expenses incurred through July 2021, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use though extension of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such this period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive available upon request under special circumstances. Any such extension will be documented in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policywriting. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. (i) In connection with the Company's planned relocation of its headquarters (the "Headquarters Relocation"), and in furtherance of Executive’s commencement relocation of employment hereunder, as soon as practicable after his principal place of residence to the Execution Datelocation to which the Company's headquarters is so relocated, the Company shall provide the pay for or reimburse Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business written expense reimbursement policy. policies and procedures as then in effect for up to a total amount to be agreed upon in writing at the time the Headquarters Relocation has been implemented, which shall include (iiA) Notwithstanding the foregoingmovement of Executive’s reasonable household goods, (xB) reimbursement for round trip tickets for house hunting trips for Executive, his spouse and/or his dependent children, (C) reimbursement for transportation for Executive, his spouse and his dependent children, and (D) reasonable and customary realtor costs incurred by Executive in connection with the Executive hereby agrees thatpurchase of Executive’s residence (collectively, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation PlanReimbursement”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executiveaddition, the Company shall provide the pay to Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such a tax gross-up amount(the “Tax Gross-Up”) for any federal, state, local or foreign income and employment taxes Executive is required to pay resulting from the Relocation Reimbursement and from the Tax Gross-Up, which Tax Gross-Up shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). All amounts eligible for the Relocation Reimbursement must be incurred by and paid to Executive during the term of his employment and within twelve (12) months following the completion of the Headquarters Relocation. The Relocation Reimbursement and the Tax Gross-Up shall be paid to Executive within forty five (45) days following the Company’s receipt of a written request for such reimbursement, such that but subject to receipt by the Company of supporting receipts and/or documentation and/or receipts in form and substance reasonably acceptable to the Company. If Executive voluntarily terminates his employment without Good Reason prior to the first anniversary of the Headquarters Relocation, Executive shall not incur repay to the Company a pro rata portion of the Relocation Reimbursement and any tax costs with respect Tax Gross-Up based on the number of days elapsed in the one-year period ending on the first anniversary of the Effective Date. The Company will have the right to offset such payments and benefitsamounts against any compensation otherwise payable to Executive on the date of Executive’s termination of employment.

Relocation Expenses. (ia) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the The Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the reimburse Executive for all his reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by in moving his household goods and cars from the Executive in connection with his commute between his current primary residence in the BostonLos Angeles, Massachusetts metropolitan California area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses Harrisburg, Pennsylvania area, in accordance with the Company’s business 's moving expense reimbursement policypolicies applicable to executive officers generally. (b) The Company shall reimburse Executive for any loss incurred upon sale of his principal Los Angeles residence (measured as the excess, if any, of (i) the sum of (A) the original purchase price of the residence plus (B) the documented actual cost of any improvement thereto since the date of purchase, the approximate aggregate amount of which has previously been disclosed to the Company, plus (C) a standard real estate commission over (ii) Notwithstanding the foregoingsale price), such amount to be "grossed up" to offset in full any net increase in Executive's federal, state and local income, employment and other taxes resulting therefrom (and from such gross-up); provided, that the aggregate amount payable pursuant to this Section 4.6(b), including any such gross-up, shall not exceed $100,000. Executive agrees that he shall use his best efforts to sell such residence at its fair market value. (c) The Company shall reimburse Executive for his reasonable living expenses for a temporary residence in the Harrisburg area until the date of relocation. (d) The Company shall reimburse Executive for the reasonable costs of round trip air travel between Harrisburg and Los Angeles for each weekend during the period from the Effective Date through the earlier of his relocation date or August 31, 2000. The Company shall also reimburse Executive for a reasonable number of round-trip visits between Los Angeles and the Harrisburg area by his immediate family members prior to the relocation date, including reasonable costs for meals, lodging and transportation during such trips. (e) The Company shall pay Executive an additional "gross-up" amount to offset in full any net increase in Executive's federal, state and local income, employment and other taxes resulting from any of the amounts and/or benefits payable pursuant to Section 4.6(a), (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”c) and (yd) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior being taxable to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above)Executive. (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the The Company shall provide reimburse or pay on behalf of the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style expenses listed below that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs are actually incurred by the Executive in connection with from the maintenance and use Start Date until the earlier of such Business Residence during June 30, 2011 or the period commencing on the Effective Date and ending no later than October 31Executive’s actual relocation to Ohio, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred promptly upon presentation by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision Company of reasonable documentation of written invoices, expense statements or such expenses other written supporting information as the Company may require, all in accordance with the Company’s business expense reimbursement policy.Relocation Policy (the “Relocation Policy”): (ii) Notwithstanding the foregoing, (xa) the Executive hereby agrees that, during the Term cost of Employment but in no event later than July 31, 2004, so long as a temporary residence for the Executive remains employed hereunderin Ohio; (b) the cost of up to two trips per month for the Executive or his spouse between New York and Ohio; (c) the closing costs on the acquisition of the Executive’s new home in Ohio; and (d) all relocation and moving expenses of the Executive and the Executive’s family, including the commission on the sale or rental of the Executive’s home in New York. In addition, the Executive shall propose be entitled to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence an additional amount (the “Relocation PlanGross-up Payment”) such that, after reduction for all federal, state and local income taxes, if any, payable by the Executive in respect of the reimbursement by the Company of an expense described in this Section 5 (each, a “Covered Expense”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004Gross-up Payment, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with retain an after-tax amount equal to any such Covered Expense. For purposes of this Section 5, the federal, state and local income and other taxes payable by the Executive upon in respect of a reimbursement by the provision Company to the Executive of such payments a Covered Expense or benefits (and an additional amount equal to any taxes imposed on such tax grossGross-up amount), such that Payment shall be determined utilizing the actual tax rates applicable to the Executive in the state and locality of the Executive’s residence. Any Gross-up Payment shall not incur be made no later than the end of the calendar year next following the calendar year in which the Executive remits the related tax. No reimbursements or in-kind benefits provided under this Section 5 in respect of one taxable year shall affect the amounts payable in any tax costs with respect other taxable year or shall be subject to such payments and benefitsliquidation or exchange for another benefit. Any reimbursements made to the Executive pursuant to this Agreement or otherwise shall be paid no later than the last day of the year following the year in which the expense was incurred.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, will reimburse the Executive for all reasonable costs and customary relocation expenses actually incurred by the Executive as a direct result of his relocation to a location within reasonable commuting distance of the Company’s offices in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31Elmsford, 2004 NY (the “Reimbursement PeriodRelocation Expenses”) (unless ), subject to Company policies and to such period is otherwise extended reasonable substantiation and documentation as may be specified by the Board pursuant to Section 8(d)(ii) below)Company, including house-hunting visits for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in as reasonably necessary; the Boston, Massachusetts metropolitan area cost of packing and his Business Residence during moving the Reimbursement Period, subject Executive’s household goods and the moving of automobiles to the Executive’s provision home in or around Elmsford, NY; the cost of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing, (x) temporary housing for the Executive hereby agrees thatand his immediate family (not to exceed six (6) months in duration); the cost of temporary storage of the Executive’s household goods for a reasonable period of time; real estate commissions on the purchase of a new home in or around Elmsford, during NY; reasonable closing costs on a new home that is a reasonable commuting distance from Elmsford, NY; and airfare to the Term New York City area for all members of Employment but the Executive’s immediate family. For the avoidance of doubt, such reimbursable Relocation Expenses will not include payment of any losses in no event later than July 31connection with any capital transaction, 2004, so long such as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) sale of a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d)home. In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to that any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or reimbursements for the benefit of the Executive under Section 8(d)(i) or (ii) result in Relocation Expenses are taxable income to the Executive, the Company shall provide will promptly make additional “gross up” payments to the Executive with an amount equal sufficient to any income and other cover such additional taxes payable by (including taxes on the gross-up). The Company will pay the Executive upon any amounts due to him in respect of Relocation Expenses within thirty (30) days after submission of written documentation substantiating such amounts. (ii) In the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such event that the Executive shall not incur any tax costs terminates his employment with respect the Company other than for Good Reason (as defined below), or if the Executive’s employment is terminated by the Company for Cause (as defined below), the Executive will be required to repay (i) one hundred percent (100%) of the gross amount of reimbursed Relocation Expenses if such payments termination occurs within one year of the Effective Date and benefits(ii) fifty percent (50%) of the gross amount of reimbursed Relocation Expenses if such termination occurs more than one year following the Effective Date but less than two years following the Effective Date, in either case, within fifteen (15) days of such termination.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the The Company shall provide the pay Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York an amount equal to $120,000 within five (the “Business Residence”), which Business Residence shall be 5) business days of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel assist with relocation expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation PlanExpenses”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In Executive agrees to relocate her family to the event DFW area on or before the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 sixth (subject to any extension 6) month anniversary of the Reimbursement Period as provided in paragraph Effective Date. If Executive (i) above). (iii) To voluntarily terminates active, continuous full-time employment without the extent that any payments or benefits provided to or for the benefit of the Chief Executive under Section 8(d)(i) Officer’s prior written consent or (ii) result the Company terminates Executive’s employment with the Company for Cause (as defined below), in taxable income each case prior to the third anniversary of the Effective Date, then: (x) if the termination date occurs in calendar year 2021, Executive shall have the obligation to repay to the Company 100% of the Relocation Expenses paid to Executive; (y) if the termination date occurs prior to the one-year anniversary of the Effective Date but after calendar year 2021, Executive shall have the obligation to repay to the Company 100% of Executive’s net after-tax value of the Relocation Expenses; and (z) if the termination date occurs on or after the one-year anniversary of the Effective Date but prior to the third anniversary of the Effective Date, then Executive shall have the obligation to repay to the Company a pro-rated portion of Executive’s net after-tax value of the Relocation Expenses, with such pro-ration based on a fraction with a numerator equal to the number of full months Executive has been employed by the Company from the one-year anniversary of the Effective Date to the termination date and a denominator equal to twenty-four (24). In each case, the repayment amount is to be remitted to the Company shall provide by Executive within ten (10) days of the Executive with an amount equal to date Executive’s employment is terminated. If Executive’s employment is terminated for any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount)reason, such that the Executive shall not incur have no obligation to repay the Relocation Expenses to the Company. For purposes of this Section 3.7, the net after-tax value of the Relocation Expenses shall be determined after application of any tax costs with respect deduction attributable to such payments and benefitsthe repayment, including the benefit available under Section 1341 of the Internal Revenue Code of 1986, as amended (the “Code”).

Relocation Expenses. (i) In connection with the Executive’s commencement 8.1 Subject to production of employment hereunder, as soon as practicable after the Execution Datereceipts or other appropriate evidence of payment, the Company shall provide reimburse the Executive with in respect of any reasonable and customary costs incurred by him in relocating himself and his family to accommodation within a furnished apartment or arrange reasonable daily travelling distance of the Company's offices in London (including any reasonable costs incurred in respect of the Executive, his wife and children visiting London in order to view and secure temporary and permanent accommodation for alternative himself and his family, in order to attend any school interviews, rental payments and rental fees in respect of temporary lodging in New Yorkaccommodation whilst doing so, New York moving costs, storage costs, house-hunting expenses (including estate agents fees and travel costs) and shipping costs) (together Relocation Expenses). 8.2 The Executive undertakes that: (a) he will relocate himself to London as soon as reasonably practicable after the date of this Agreement; and (b) his family will relocate as soon as reasonably practicable after the date on which the Executive first secures permanent accommodation for himself and his family (the “Business Residence”), Relocation Date) and in any event in advance of the 2013/14 school year. 8.3 The reimbursement of any Relocation Expenses pursuant to this clause 8 will be done in a manner which Business Residence shall be of a size and style that is commensurate complies with the Executive’s position with the Company hereunderrules applicable under US Treasury Regulation Section 1.409A-3(i)(1)(iv) applicable to reimbursements and in-kind benefits. The Company also hereby agrees shall gross up any amount paid by way of reimbursement of Relocation Expenses pursuant to pay and/or reimburse, this clause 8 to reflect any PAYE income tax and primary class 1 National Insurance contributions (or any similar liability to withhold amounts in respect of income tax or social security contribution in any jurisdiction) that the Company is liable to account for as applicable, a result of paying the Executive for all reasonable costs incurred such reimbursement amount. 8.4 On termination of the Executive's employment by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31pursuant to clause 19.4, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board Company other than pursuant to Section 8(d)(ii) below)clause 19.5, for reasonable travel expenses incurred by or upon the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area Executive's death and his Business Residence during the Reimbursement Period, subject to the Executive’s provision production of reasonable documentation receipts or other appropriate evidence of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executivepayment, the Company shall provide reimburse the Executive with an amount equal in respect of any reasonable and customary costs (other than any property-related taxes) incurred in relocating himself and his family to the United States of America (including any income reasonable costs in respect of moving costs, storage costs, travel costs, the costs of the Executive's and other taxes payable by his family's return journey to the Executive upon United States of America and shipping all personal possessions back to the provision United States of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amountAmerica), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. (ia) In connection with Within ninety (90) days following the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Effective Date, Executive shall relocate his principal residence from the Company shall provide Portland, Oregon area to the Executive with a furnished apartment or arrange for alternative temporary lodging in New YorkHarrisburg, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunderPennsylvania area. The Company also hereby agrees to pay and/or reimburse, as applicable, the shall reimburse Executive for all his reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with moving his commute between his current primary residence in the Bostonhousehold goods and cars from Portland to Harrisburg, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business 's moving expense reimbursement policypolicies applicable to executive officers generally. (b) The Company shall reimburse Executive for any loss incurred upon sale of his principal Portland residence (measured as the excess, if any, of (i) the sum of (A) the sale price plus (B) a standard real estate commission, over (ii) Notwithstanding the foregoingoriginal purchase price of the residence), such amount to be "grossed up" to offset in full any net increase in executive's federal, state and local income, employment and other taxes resulting therefrom (xand from such gross-up); provided, that the aggregate amount payable pursuant to this Section 4.6(b), including any such gross-up, shall not exceed $100,000. Executive agrees that he shall use his best efforts to sell such residence at its fair market value. (c) The Company shall reimburse Executive for his reasonable living expenses for a temporary residence in the Harrisburg area until the date of relocation. (d) The Company shall reimburse Executive hereby agrees thatfor reasonable and customary closing costs incurred on the purchase of a principal residence in the Harrisburg area. (e) The Company shall reimburse Executive for the reasonable costs of a reasonable number of round trip air fares for travel between Harrisburg and Portland prior to his date of relocation. The Company shall also reimburse Executive for a reasonable number of round-trip visits between Portland and the Harrisburg area by his immediate family members prior to the relocation date, including reasonable costs for meals, lodging and transportation during the Term of Employment but in no event later than July 31such trips. (f) In all other respects, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional 's Executive Level relocation policy for senior executive officers, effective as of November 1, 2004 (subject from time to any extension of the Reimbursement Period as provided time in paragraph (i) above)effect. (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees will reimburse Employee for up to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence $20,000 (the “Relocation PlanAmount”) of Relocation Expenses (as defined below) reasonably incurred in connection with Employee’s relocation of her principal residence to the greater Lexington, Kentucky area, but only to the extent the Relocation Expenses are incurred during the 2020 calendar year. For purposes of this Agreement, “Relocation Expenses” means any of the following costs or expenses: (i) expenses related to moving household goods and personal effects including hiring professional movers or renting a moving vehicle and packing supplies; (ii) the cost paid for standard carrier insurance while in transit; (iii) mileage reimbursement at the federal mileage rate to drive Employee’s personal vehicle(s) to the new location; (iv) travel costs, including airfare or other public transportation and lodging for Employee and her immediate family members between her old and new homes; and (yv) offsetting Employee’s closing costs for buying and/or selling a home. Appropriate supporting documentation (i.e., itemized receipts) of the Relocation Expenses must be submitted within sixty (60) days after the date the Relocation Expenses are incurred and prior to reimbursement. Any portion of the Relocation Amount will be paid with respect to any applicable Relocation Expenses no later than thirty (30) days after the date Employee submits appropriate supporting documentation. The Company will withhold from any portion of the Relocation Amount that is paid to Employee any applicable income and employment tax withholdings, as determined in its reasonable, good faith judgment, and Employee will be responsible for paying any taxes on these reimbursements to the event extent that they are taxable income under applicable tax law. If Employee resigns from the Company for any reason other than Good Reason (as defined below) or if the Company terminates Employee’s employment for Cause (as defined below) within twenty-four (24) months following the Effective Date of this Agreement, then Employee will forfeit all rights to be paid any portion of the Relocation Amount not yet paid as of the date of termination and Employee must further repay to the Company the portion of the Relocation Amount that has been paid to Employee as of the termination date (on a net of tax basis) (the “Repayment Amount”). Employee agrees that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31may deduct, 2004in accordance with applicable law, the Parties may amend this Agreement Repayment Amount from any payments the Company owes Employee, including but not limited to reflect such other terms that are consistent with the approved Relocation Plan any regular payroll amount and any expense payments. Employee further agrees to terminate or amend pay to the Company’s obligations , within thirty (30) days of the termination date, any remaining unpaid balance of the Repayment Amount not covered by such deductions. If any reimbursements payable to Employee under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (2.4(b) are subject to any extension the provisions of the Reimbursement Period as provided in paragraph Section 409A: (i) above). to be eligible to obtain reimbursement for such expenses, Employee must submit expense reports within sixty (60) days after the expense is incurred, (ii) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (iii) To the extent that amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any payments subsequent year, and (iv) the right to reimbursement under this Agreement will not be subject to liquidation or benefits provided to or exchange for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefitsanother benefit.

Relocation Expenses. (i) In connection The Employee is eligible to receive reimbursement of his reasonable and customary expenses incurred pertaining to his relocation to Los Angeles which shall include transportation of household contents and vehicles, commissions and fees associated with the Executive’s commencement sale of employment hereunderhis current home, as soon as practicable normal fees associated with the purchase of a new home, up to 2 points on a new home loan (of which up to one point shall be loan origination and the total points shall not exceed $35,000 without mutual agreement), a house hunting trip and up to 2 months of temporary living expenses. Employer shall reimburse the relocation expenses to Employee in accordance with all applicable federal and state reporting requirements. Qualified relocation expenses, which are not taxable to Employee, shall be reimbursed to Employee without any deduction for applicable tax. Non-qualified relocation expenses which are taxable to Employee, shall be reimbursed to Employee with an additional amount reimbursed so that the net reimbursement after the Execution Datededuction for all applicable taxes shall equal the amount of the non-qualified, taxable relocation expense. HR professionals commonly refer to this process as “grossing up” the Company shall provide reimbursement. It is the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be intention of a size and style this reimbursement provision that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive 1) Employer will reimburse Employee for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel relocation expenses incurred by Employee including the Executive in connection with his commute between his current primary residence imposition of applicable taxes; and 2) Employee shall not personally incur any reasonable relocation expense. Failure to remain at the Employer, other than termination by the Employer, for a period of one (1) year from receipt of a relocation or temporary housing reimbursement shall result in the Boston, Massachusetts metropolitan area and his Business Residence during Employee refunding the Reimbursement Period, subject amount paid to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policyEmployer within thirty (30) days. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. (a) The Executive shall relocate to the Chicago, Illinois metropolitan area on a permanent basis (the “Relocation”) not later than seven (7) months following the Effective Date (the “Relocation Period”), in connection with which the Company will be responsible for the following (the “Relocation Expenses”): (i) In connection with Reasonable, documented out-of-pocket expenses related to the packing and transportation of the Executive’s commencement furniture and other personal belongings, up to $30,000; (ii) A one-time relocation bonus of employment hereunder, as soon as practicable after the Execution Date, the Company shall provide $30,000 to reimburse the Executive with a furnished for other costs related to the Relocation; (iii) All reasonable, documented out-of-pocket costs of temporary housing in an agreed-upon corporate apartment or arrange for alternative temporary lodging in New Yorkunit through July 31, New York 2015 (the “Business ResidenceRelocation Period”); and (iv) All reasonable, which Business Residence shall be of a size documented out-of-pocket airfare and style that is commensurate with rental car expenses for the Executive’s position with trips to and from the Company hereunderCompany’s Support Center at the Company’s request until the earlier of the Relocation and the end of the Relocation Period. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses All Relocation Expenses will be reimbursed in accordance with the Company’s business expense established policies and procedures related to the timing of reimbursement policyof expenses. (b) The Executive acknowledges and agrees that, if the Executive terminates her employment without Good Reason (as defined below) prior to the first anniversary of the Effective Date, the Executive shall be obligated to reimburse the Company for all Relocation Expenses incurred by the Company in accordance with the following schedule: (i) If such termination is prior to the three-month anniversary of the Effective Date, the Executive will reimburse the Company for 100% of the Relocation Expenses; (ii) Notwithstanding If such termination is prior to the foregoing, (x) six-month anniversary of the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunderEffective Date, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that reimburse the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension 75% of the Reimbursement Period as provided in paragraph (i) above).Relocation Expenses; (iii) To If such termination is prior to the extent that any payments or benefits provided to or for the benefit nine-month anniversary of the Effective Date, the Executive under Section 8(d)(iwill reimburse the Company for 50% of the Relocation Expenses; and (iv) or (ii) result in taxable income If such termination is prior to the Executivetwelve-month anniversary of the Effective Date, the Executive will reimburse the Company for 25% of the Relocation Expenses. In addition, it is recognized that the Executive in the performance of her duties hereunder may be required to expend sums for travel (e.g., airfare, automobile rental, etc.), entertainment and lodging. During the Employment Term, the Company shall provide reimburse the Executive for reasonable business expenses incurred by her during the Employment Term in connection with an amount equal the performance of her duties hereunder conditioned upon and subject to any income the Company’s established policies and other taxes payable by procedures, including written receipt from the Executive upon of an itemized accounting in accordance with the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefitsCompany’s regular business expense verification practices.

Relocation Expenses. (i) In The Company hereby acknowledges that, in connection with the Executive’s 's commencement of employment hereunder, as soon as practicable after Executive shall be required to relocate her primary residence to a location more convenient to the Execution Dateperformance of her duties hereunder, the Company shall provide the and that, in connection with such relocation, Executive with a furnished apartment or arrange intends to offer for alternative temporary lodging in New York, New York sale her current primary residence (the “Business "Residence”"), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the reimburse Executive for all reasonable the following costs incurred by the Executive and expenses in connection with the maintenance sale of the Residence: (A) the costs of the performance of two separate appraisals of the value and use reasonable target sale price of the Residence (the average of such Business Residence during two target sales prices (excluding any estimated closing costs associated with such sale) shall hereinafter be referred to as the "Target Sale Price"), with each such appraisal to be performed by an independent, industry-qualified professional appraiser that is mutually acceptable to Executive and the Company, (B) with respect to the period commencing on the Effective Commencement Date and ending no later than October 31, 2004 the first anniversary of the Commencement Date (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004the date of the closing of the sale of the Residence), so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence hereunder (the “Relocation Plan”) "Reimbursement Period"), all costs incurred by Executive specifically related to Executive's maintaining her ownership of the Residence during such Reimbursement Period, including, without limitation, any mortgage payment, insurance premium, utilities ▇▇▇▇, property tax, and (y) in the event that the Company and the Executive agree on the terms of reasonable maintenance costs, but excluding any such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of costs payable during the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided but relating to or for the benefit Executive's ownership of the Executive under Section 8(d)(i) or (ii) result in taxable income Residence prior to the ExecutiveCommencement Date; and (C) so long as Executive remains employed hereunder at the time of the sale of the Residence, the excess, if any, of the Target Sale Price over the actual sale price of the Residence. In addition to the foregoing, the Company shall provide the reimburse Executive for reasonable travel, lodging and moving expenses incurred by Executive in connection with an amount equal to any income and other taxes payable by the Executive upon the provision Executive's commencement of employment hereunder, after receipt of documentation of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the expenses from Executive shall not incur any tax costs in accordance with respect to such payments and benefitsCompany relocation policies.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the The Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the reimburse Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel ------------------- following relocation expenses incurred by the Executive in connection with his commute between employment hereunder and shall pay Executive an additional amount in cash equal to his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject income tax liability attributable to the Executive’s provision of reasonable documentation receipt of such relocation expenses in accordance with ("Relocation Expenses"): (i) customary broker's commission, legal fees, and real estate transfer taxes related to the Company’s business expense reimbursement policy. sale of Executive's current home; (ii) Notwithstanding a reasonable number of house hunting trips to find a new home; (iii) closing costs associated with the foregoingpurchase of a new home; (iv) reasonable professional packing, delivery and unpacking expenses; (xv) reasonable temporary housing costs; and (vi) reasonable miscellaneous expenses to cover the Executive hereby agrees that, during loss of window treatments and other similar furnishings that cannot be reused in the Term of Employment but in no event later than July 31, 2004, so long new home. The Relocation Expenses shall be reimbursed by the Company as incurred by the Executive remains employed hereunderExecutive; provided however, the Executive shall propose agrees to refund the Board Company for its approval -------- ------- Relocation Expenses as follows: (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (yi) in the event that the Executive's employment with the Company and is terminated at any time prior to the date which is 12 months from the Commencement Date, Executive agree on shall repay the terms Company 100% of such the Relocation Plan and such plan is agreed upon Expenses previously paid by the Board Company; and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In (ii) in the event the Parties cannot agree to such Relocation Plan prior to July 31Executive's employment with the Company is terminated at any time between 12 and 18 months from the Commencement Date, 2004, the Executive shall become entitled to only those payments and benefits provided under repay the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension Company a percentage of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, Relocation Expenses previously paid by the Company shall provide as follows: Percentage of Relocation Date of Termination Expenses Repaid -------------------- ------------------------ Between 12 and 14 months from the Commencement Date 66 2/3 Between 14 and 15 months from the Commencement Date 50 Between 15 and 18 months from the Commencement Date 33 1/3 (e) Temporary Living Arrangement. Executive will be provided with an amount equal ---------------------------- reasonable temporary living arrangements in the Malvern, PA vicinity for a period of up to any income and other taxes payable by six months, commencing on the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefitsCommencement Date.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the The Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the reimburse Executive for all reasonable costs moving expenses incurred by the Executive in connection with the maintenance and use relocation of such Business Residence during Executive's current principal residence to a location within 70 miles of the period commencing on Company's operating headquarters in Montpelier, Ohio, including the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by Executive in moving the personal property of Executive and his immediate family to Executive's new principal residence, in accordance with, and subject to, the following terms and restrictions: (i) the Company will reimburse Executive for all reasonable and customary closing expenses incurred or paid by Executive in connection with his commute between his current primary the purchase of a new principal residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of connection with such expenses in accordance with the Company’s business expense reimbursement policy. relocation; (ii) Notwithstanding the foregoingCompany will reimburse Executive for all broker's and agent's commissions and other closing expenses and fees incurred by Executive in connection with the sale of Executive's current principal residence in Seal Beach, California: (xiii) the Company will reimburse Executive hereby agrees thatfor reasonable expenses incurred by Executive and Executive's family in connection with up to two trips to the Montpelier, Ohio, area for house-hunting purposes, such reimbursable expenses to include airfare for Executive and Executive's immediate family, hotel expenses meals, and auto rental during the Term course of Employment but in no event later than July 31such trips; and (iv) the Company will pay Executive a one-time lump sum cash payment of up to $10,000, 2004to be used at Executive's discretion to cover incidental costs associated with relocating Executive's principle residence as provided herein, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval amount will not be unreasonably withhelddeducted from or applied towards any expenses referred to in clauses (i) through (iii) of this Section 5(g) or in Section 5(h). If, as a reasonable plan result of providing the reimbursement provided for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d5(g). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled incur any federal income tax liability that otherwise would not have been incurred, then, in addition to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject amounts otherwise payable to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under this Section 8(d)(i) or (ii) result in taxable income to the Executive5(g), the Company shall provide the pay to Executive with cash in an amount equal necessary to discharge any additional federal income and other taxes payable tax liability incurred by Executive as a result of the Executive upon receipt of the provision of such payments or benefits provided for under this Section 5(g) (and an additional amount equal to any taxes imposed on such including the tax gross-up amountprovided by this sentence), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the Company 6.1 ADT shall provide for or reimburse all reasonable expenses of relocating Executive and his family from Boca Raton, Florida to the residence in the United Kingdom identified above. Said expenses shall include, but need not be limited to, all reasonable moving expenses including appropriate insurance costs, and all reasonable transportation costs for Executive and his family. ADT shall also reimburse Executive for any addition out-of-pocket expenses incurred in said relocation up to an amount not to exceed Pound Sterling10,000. If Executive is able to sell his residence in Boca Raton, Florida by April 4, 1997 without utilizing a real estate agent or relocation service, ADT shall pay Executive $14,000. At Executive's option, ADT shall cause Prudential Relocation Service to make a directed offer in the amount of $453,000 for Executive's residence in Boca Raton, florida and ADT shall pay all closing cost related to the closing of the directed offer. Executive shall continue to pay maintenance, insurance and utility expenses on said residence until the closing of the private sale or directed offer. If the insurance on the premises is canceled or becomes invalid by reasons of being vacant, ADT agrees to insure the premises for $450,000 (with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”$1,000 deductible), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby Executive agrees to pay and/or reimburseADT $138 per month for providing insurance if Executive's homeowners insurance is canceled or becomes invalid. 6.2 Upon termination of this Agreement, as applicablefor any reason other than Executive's conviction of a felony, the Executive for ADT shall assume all reasonable costs incurred by the Executive expenses, similar to those set forth above in connection Section 6.1, associated with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of Executive and his Primary Residence (family from the “Relocation Plan”) and (y) in United Kingdom to the continental United States except that Executive shall be entitled to reimbursement of out-of-pocket expenses up to an amount not to exceed Pound Sterling10,000. 6.3 In the event that the Company and the Employment period hereunder is extended in accordance with Section 2 above, ADT shall assume all reasonable relocation expenses of Executive agree on the terms in addition to relocation expenses of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties canExecutive's family should their respective relocations not agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above)be contemporaneous. (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. (i) In connection with The Company shall reimburse the Executive’s commencement Executive for the customary and reasonable relocation expenses that he and his family incur in moving his residence to the Lafayette, Indiana area. Without limiting the generality of employment hereunder, as soon as practicable after the Execution Dateforegoing, the Company shall provide agrees that it will pay the reasonable costs of relocating the Executive with a furnished apartment or arrange for alternative temporary lodging and his family from his existing residence in New YorkOkemos, New York Michigan, (the “Business Residence”)"Okemos Home") to the Lafayette, which Business Residence Indiana area. Such costs shall be include: (a) the cost of having a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, moving company or companies selected by the Executive move the household items and automobiles of the Executive and his family, such costs to be grossed up so that the Executive pays no federal or state income taxes for all such move and storage; (b) the closing costs, including real estate commission, transfer taxes, title searches, survey costs, and reasonable costs attorneys' fees, incurred by the Executive in connection selling his Okemos home; and (c) the closing costs, including transfer taxes, title searches, survey costs, reasonable points (consistent with the maintenance marketplace) for a mortgage, inspection fees, and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31reasonable attorneys' fees, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary purchasing a residence in the BostonLafayette, Massachusetts metropolitan Indiana area. Until the sale of the Okemos Home is consummated, the Executive will be responsible for maintaining the Okemos Home (including mortgage payments, property taxes, upkeep, and insurance). Commencing with the Commencement Date, and continuing for a period of six (6) months, the Company shall reimburse the Executive for the monthly rental and utility expenses, up to five thousand dollars ($5,000.00) per month, for lodging at a hotel, apartment, townhouse, or house within reasonable commuting distance of the Lafayette, Indiana area. Until the sale of the Okemos Home is consummated, the Company shall also reimburse the Executive for the travel expenses he incurs in commuting on weekends between the Lafayette, Indiana area and his Business Residence during Okemos Home so that the Reimbursement Period, subject Executive may make periodic visits to his wife and family and assist in the sale of the Okemos Home. The Company shall also reimburse the Executive's wife for the travel expenses she incurs for up to two "House Hunting" and relocation trips from the Okemos Home to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoingLafayette, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in Indiana area. In the event that the Company Company's moving expense and relocation package is, in whole or in part, more generous than provided above, then the Executive agree on shall be entitled to receive the terms more generous package or portion thereof. The obligations of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations Company under this Section 8(d). In 3.7 shall survive the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension termination of the Reimbursement Period as provided in paragraph (i) above)Executive's employment for any reason. (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefits.

Relocation Expenses. The Company will reimburse Executive up to $100,000 for the following relocation costs and expenses paid or incurred by Executive in 2006 to relocate to a new principal residence in connection with Executive’s employment by the Company: (i) In expenses for moving household goods and personal effects; (ii) a mutually agreed upon number of house hunting trips to Massachusetts; (iii) a mutually agreed upon number of trips by Executive between Massachusetts and Maryland to settle Executive’s affairs and sell Executive’s former principal residence in Maryland for up to four (4) months; (iv) temporary lodging in approved hotel or temporary furnished accommodations in an agreed upon amount for up to four (4) months while waiting to move into Executive’s new principal residence in a state in New England; (v) realtor fees incurred in connection with the sale of Executive’s current principal residence; and (vi) usual and customary closing costs, realtor fees and up to one (1) point on a mortgage incurred in connection with the purchase of Executive’s new principal residence. This $100,000 limit on the Executive’s relocation expenses to be reimbursed by the Company is inclusive of a “gross up” for the increase in federal and state income taxes attributable to the nondeductible reimbursement of relocation costs and expenses described above. For the avoidance of any confusion, the Executive agrees that the Company will not pay any amount in excess of $100,000 in connection with the Executive’s commencement relocation expenses. If on or before the first anniversary of employment hereunder, as soon as practicable after the Execution Date, Executive’s permanent relocation to a state in New England (i) the Company shall provide terminates the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be employment of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive “cause” (as defined in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing2004 Stock Incentive Plan, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(iamended) or (ii) result in taxable income to the ExecutiveExecutive terminates his own employment for any reason, the Executive will be required to repay the Company shall provide for 100% of the Executive with an amount equal to any income and other taxes payable relocation expenses incurred by the Company, which Executive upon authorizes the provision of such payments Company to deduct from any outstanding wages or benefits (and an additional amount equal other monies owed to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefitsExecutive.

Relocation Expenses. (i) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the The Company shall provide pay all of the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs following expenses reasonably incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 Executive's (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Periodfamily's) relocation of his principal residence from Ponte Vedra, subject Florida to New York; provided, however, that any individual expense (or group of related expenses) reasonably expected to be in excess of $5,000 shall be submitted to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoingChairman for consent, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive which consent shall propose to the Board for its approval (which approval will not be unreasonably withheldwithheld or delayed: (a) a reasonable plan moving, storage, shipping, packing and unpacking of Executive's (and his family's) household furnishings and belongings; (b) up to three (3) house-hunting trips, if necessary, for Executive's spouse (and his children) to New York for the purpose of assisting Executive in locating and obtaining a new principal residence in New York; and (c) temporary housing expenses for Executive (but not beyond the first anniversary of the Commencement Date) of up to a maximum of $5,000 per month, including food, lodging and other incidental living expenses. To the maximum extent possible, all relocation of his Primary Residence payments shall be made by the Company directly to the persons or entities providing goods or services. Executive shall be required to obtain and submit to the Company receipts and/or other documentation, reasonably satisfactory to the Company, to evidence all relocation expenses. Executive shall be entitled to receive an additional payment hereunder (the “Relocation Plan”) and (ya "RELOCATION GROSS-UP PAYMENT") in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any increase in Executive's income and other payroll taxes payable by the Executive upon the provision attributable to any relocation expenses paid to or on behalf of such payments or benefits (and Executive, including an additional amount equal to any additional income and payroll taxes which are imposed on such tax grossthe Relocation Gross-up amount)Up Payment, such that Executive retains an amount of the Relocation Gross-Up Payment equal to the income tax imposed on account of the payment of his relocation expenses. The Relocation Gross-Up Payment shall be paid to Executive within ten (10) business days after submission to the Company of an appropriate calculation showing the amount of increases in such taxes attributable to the payment of Executive's relocation expenses; provided, however, that no such payment shall not incur any tax costs with respect be made to Executive prior to the time that such payments and benefitstaxes are due.

Relocation Expenses. (i) In connection with the Company's planned relocation of its headquarters (the "Headquarters Relocation"), and in furtherance of Executive’s commencement relocation of employment hereunder, as soon as practicable after his principal place of residence to the Execution Datelocation to which the Company's headquarters is so relocated, the Company shall provide the pay for or reimburse Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business written expense reimbursement policy. policies and procedures for up to a total amount to be agreed upon at the time the headquarters office has been identified, which shall include (iiA) Notwithstanding the foregoingmovement of Executive’s reasonable household goods, (xB) reimbursement for round trip tickets for house hunting trips for Executive, his spouse and/or his dependent children, (C) reimbursement for transportation for Executive, his spouse and his dependent children, and (D) reasonable and customary realtor costs incurred by Executive in connection with the Executive hereby agrees thatpurchase of Executive’s residence (collectively, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation PlanReimbursement”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executiveaddition, the Company shall provide the pay to Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such a tax gross-up amount(the “Tax Gross-Up”) for any federal, state, local or foreign income and employment taxes Executive is required to pay resulting from the Relocation Reimbursement and from the Tax Gross-Up, which Tax Gross-Up shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). All amounts eligible for the Relocation Reimbursement must be incurred by and paid to Executive during the term of his employment and within twelve (12) months following the completion of the Headquarters Relocation. The Relocation Reimbursement and the Tax Gross-Up shall be paid to Executive within thirty (30) days following the Company’s receipt of a written request for such reimbursement, such that but subject to receipt by the Company of supporting receipts and/or documentation and/or receipts in form and substance reasonably acceptable to the Company. If Executive voluntarily terminates his employment without Good Reason prior to the first anniversary of the Headquarters Relocation, Executive shall not incur repay to the Company a pro rata portion of the Relocation Reimbursement and any tax costs with respect Tax Gross-Up based on the number of days elapsed in the one-year period ending on the first anniversary of the Effective Date. The Company will have the right to offset such payments and benefitsamounts against any compensation otherwise payable to Executive on the date of Executive’s termination of employment.

Relocation Expenses. (ia) In connection with the Executive’s commencement of employment hereunder, as soon as practicable after the Execution Date, the Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, will reimburse the Executive for all documented, reasonable costs incurred by expenses of moving from Arkansas to the Washington, D.C. metropolitan area (and for reasonable insurance for full replacement value during the move) the Executive’s and his family’s household goods and possessions, including but not limited to the Executive’s personal art and wine collections (recognizing that such collections may cause the Executive to incur costs in connection addition to those associated with an ordinary household move) and up to three automobiles. The Executive may select the maintenance and use of such Business Residence during company or companies to conduct the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Periodmove, subject to the Executive’s provision approval of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence (the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate conditioned or amend the Company’s obligations under this Section 8(d)delayed. In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that such reimbursement causes the Executive to incur income taxes, the Company will gross up the reimbursement to account for the income tax liability. (b) The Company will, on or as soon as practicable after the Effective Date, obtain temporary housing for the Executive and the Executive’s immediate family (not less than two bedrooms) in the Washington D.C. area, and will while the Executive is in temporary housing reimburse the Executive for the reasonable costs of meals and laundry/dry cleaning for himself and his family, until such time as the Executive has leased or purchased a home in the Washington D.C. area. If, at the time of such lease or purchase, the Executive has not yet sold his home in Arkansas (the “Arkansas Home”), the Company shall thereafter reimburse the Executive for his monthly mortgage payment and other expenses in respect of the Arkansas Home (including reasonable expenses for interest, insurance, utilities, maintenance, and landscaping, and excluding any payments or benefits provided to or principal). The combined time period for such temporary housing and/or such mortgage and expense reimbursement shall not exceed 14 months total. When the Executive sells the Arkansas Home, (i) the Company will reimburse the Executive for the benefit actual loss, if any, on such sale documented by the Executive, up to a maximum amount of the Executive under Section 8(d)(ithree hundred thousand dollars ($300,000) or (ii) result in taxable income the Executive will repay to the Company the amount of any mortgage payments on the Arkansas Home reimbursed by the Company pursuant to this Section 2.4 to the extent of the actual gain, if any, on such sale. The Company will also provide the Executive, as of the Company shall provide the Executive Effective Date, with an amount a relocation allowance equal to any income and other taxes payable by four weeks pro rata of the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefitsExecutive’s Base Salary.

Relocation Expenses. In connection with and subject to the continuation of the Executive's employment by the Company during the periods in which such expenses are incurred by the Executive: (a) The Company shall pay 100% of the Executive's reasonable costs in moving the Executive, his family and possessions from the Executive's home in Keswick, Virginia to a home in the Minneapolis, Minnesota metropolitan area. The Company shall also pay the reasonable temporary living expenses of the Executive and his family in Minnesota while searching for a new home. All payments pursuant to this paragraph (a) shall be increased to the extent necessary so that the amount received by the Executive net of all applicable federal, state and local income taxes is equal to the cost or expense being reimbursed. (b) The Company shall reimburse the Executive for real estate commissions and other reasonable closing costs and reasonable attorney's fees customarily borne by sellers in connection with the sale of the Executive's home in Keswick, Virginia. (c) Pursuant to the Company's Home Purchase Option Program, the Company agrees either (i) In connection with to purchase the Executive’s commencement 's existing home in Keswick, Virginia at his original purchase price or (ii) to pay the Executive the difference between the sale price of employment hereunder, such home and the Executive's original purchase price as soon as practicable after set forth in the Execution Date, the Program. (d) The Company shall provide pay the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size closing costs and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs attorney's fees incurred by the Executive in connection with purchase of the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence Executive's home in the BostonMinneapolis, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policyMinnesota area. (iie) Notwithstanding The Company shall pay 100% of the foregoingExecutive's reasonable costs in moving the Executive, (x) his family and possessions from the Executive hereby agrees thatExecutive's home in Minneapolis, during Minnesota area at the conclusion of the Term of Employment but in no event later than July 31, 2004, so long as to a home selected by the Executive remains employed hereunder, anywhere in the continental United States. All payments pursuant to this paragraph (e) shall be increased to the extent necessary so that the amount received by the Executive shall propose net of all applicable federal, state and local taxes is equal to the Board cost or expense being reimbursed. (f) The Company shall reimburse the Executive for its approval (which approval will not be unreasonably withheld) a real estate commissions and other reasonable plan for closing costs and reasonable attorney's fees customarily borne by sellers in connection with the relocation sale of his Primary Residence (the “Relocation Plan”) and (y) Executive's home in the event that Minneapolis, Minnesota area at the Company conclusion of the Term of Employment, and pay the Executive the difference between the sale price of such home and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 Executive's original purchase price (subject to any extension of the Reimbursement Period as provided in paragraph (i) aboveif higher). (iiig) To Alternatively to (f) above, at the extent that any payments or benefits provided to or for the benefit option of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company will purchase the Executive's existing home in the Minneapolis, Minnesota area. Under this paragraph (g), the purchase price of the Executive's home shall provide be the Executive with greater of an amount equal determined according to any income and other taxes payable by the Executive upon Company's Home purchase Option Program, or the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefitsExecutive's original purchase price.

Relocation Expenses. (ia) In connection Executive shall be entitled to reimbursement of all reasonable and customary out-of-pocket expenses associated with relocating Executive’s family from California to the Cincinnati, Ohio area, including all closing costs associated with the Executivesale of the residence in California (including, but not limited to, real estate commission, survey, title insurance, attorney’s commencement of employment hereunder, as soon as practicable after fees); all closing costs associated with the Execution Date, the Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be purchase of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the BostonCincinnati area (including, Massachusetts metropolitan area but not limited to, inspections, attorney fees, survey, title insurance, and mortgage-related fees and expenses such as points, processing fees, underwriting fees, application and appraisal fees); the packing and movement of household goods and vehicles; transportation and hotel and food expenses for Executive and his Business Residence spouse associated with house-hunting trips to Cincinnati; and reasonable temporary living expenses incurred during transition for up to seven months following the Reimbursement PeriodEffective Date, subject to and, without limiting the Executive’s provision of reasonable documentation of such expenses foregoing, in accordance with the Company’s business expense reimbursement policy. (ii) Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the Term of Employment but in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the policies and procedures governing relocation of his Primary Residence (executives. To the “Relocation Plan”) and (y) in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon by the Board and the Executive prior to July 31, 2004, the Parties may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations extent than any reimbursements under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above). (iii) To the extent that any payments or benefits provided to or for the benefit of the Executive under Section 8(d)(i) or (ii2.8(a) result in taxable income to Executive, then Executive shall be fully grossed-up for applicable federal, state and local taxes upon such reimbursements. (b) The Company will provide home sale assistance for Executive’s real property in Dana Point, California (the Executive“Residence”). From the Effective Date through December 31, 2011, the Executive shall take such steps as are practicable to sell his Residence at then-prevailing value. The Company will reimburse Executive if the sale price of his Residence is less than the average of the broker market analysis appraisals determined by independent MAI appraisers chosen by Executive and the Company, with a third independent MAI appraiser to be chosen by the prior two appraisers to value the property between the two prior values if there is a more than five (5%) percent difference between the values determined by the prior two appraisers. The Company will pay for any and all MAI appraisals. In addition, if Executive is able to sell his Residence on or before December 31, 2011, the Company shall provide the will pay Executive with an amount a special bonus equal to any income and other taxes payable by five (5%) percent of the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefitssales price.

Relocation Expenses. 25.01 The Corporation will pay relocation expenses when: (ia) In connection with the Executive’s commencement of employment hereunder, The Corporation requires an employee to transfer to another location; or (b) The employee has been successful in a job competition which requires him/her to relocate to another location as soon as practicable after the Execution Date, the Company shall provide the Executive with a furnished apartment or arrange for alternative temporary lodging in New York, New York (the “Business Residence”), which Business Residence shall be of a size and style that is commensurate with the Executive’s position with the Company hereunder. The Company also hereby agrees to pay and/or reimburse, as applicable, the Executive for all reasonable costs incurred by the Executive in connection with the maintenance and use of such Business Residence during the period commencing on the Effective Date and ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such period is otherwise extended by the Board pursuant to Section 8(d)(ii) below), for reasonable travel expenses incurred by the Executive in connection with his commute between his current primary residence in the Boston, Massachusetts metropolitan area and his Business Residence during the Reimbursement Period, subject to the Executive’s provision of reasonable documentation of such expenses in accordance with the Company’s business expense reimbursement policyresult. (iic) Notwithstanding An employee is directly affected by position redundancy and exercises displacement rights under Clause 21.05(b). 25.02 Subject to the foregoing, relocation expenses will be paid as follows: (xa) Transportation and living expenses, to a maximum of six (6) days, for the Executive hereby agrees that, during employee and one member of the Term of Employment but employee's family to visit the new location to assist in no event later than July 31, 2004, so long as the Executive remains employed hereunder, the Executive shall propose to the Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation of his Primary Residence housing, if necessary. (b) Real estate and legal fees incurred in respect of the “Relocation Plan”sale and legal fees incurred in respect to the purchase of the employee's principal residence. (c) Transportation for the employee and dependents to the new location by the most practical and economical means of transportation. (yd) Hotel accommodations and meals for the employee and, dependents for a consecutive period to a maximum of four weeks. (e) Storage charges and any extra insurance charges if the employee's household effects are in storage because of temporary lack of accommodation to a maximum of three months. (f) Packing, shipping and insuring of furniture and the employees and dependents personal effects from the former residence and unpacking and placing at the new residence. (g) Incidental expenses incurred on relocation and approved by the Divisional Vice-President may be paid to the employee, provided the expenses are accompanied by appropriate receipts, up to a maximum of $1,250.00. The employee’s receiving Supervisor shall confirm the details of the employee’s relocation expenses prior to the relocation. An employee will be given up to one (1) year from the date of his/her relocation to seek reimbursement under this clause. However, in the event that the Company and the Executive agree on the terms of such Relocation Plan and such plan is agreed upon extenuating circumstances, by the Board and the Executive prior to July 31, 2004mutual agreement, the Parties time frame may amend this Agreement to reflect such other terms that are consistent with the approved Relocation Plan and to terminate or amend the Company’s obligations under this Section 8(d). In the event the Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive shall become entitled to only those payments and benefits provided under the Company’s traditional relocation policy for senior executive officers, effective as of November 1, 2004 (subject to any extension of the Reimbursement Period as provided in paragraph (i) above)be extended. (iii) To the extent that any payments or benefits provided to or for the benefit 25.03 No reimbursement will be made when relocation expenses are incurred at termination of the Executive under Section 8(d)(i) or (ii) result in taxable income to the Executive, the Company shall provide the Executive with an amount equal to any income and other taxes payable by the Executive upon the provision of such payments or benefits (and an additional amount equal to any taxes imposed on such tax gross-up amount), such that the Executive shall not incur any tax costs with respect to such payments and benefitsemployment.