Common use of Relocation Expenses Clause in Contracts

Relocation Expenses. The Company shall promptly reimburse the Executive for all relocation expenses as described below. The Company will only pay for reasonable broker fees in connection with the sale of the Executive’s existing residence, reasonable out-of-pocket fees and 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 determination to relocate (the “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”), 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 expenses 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00).

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 shall promptly reimburse also hereby agrees to pay and/or reimburse, as applicable, the Executive for all relocation expenses as described below. The Company will only pay for reasonable broker fees costs incurred by the Executive in connection with the sale 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 existing residence, provision of reasonable out-of-pocket fees and documentation of such expenses but not taxes payable in connection accordance 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 departmentbusiness expense reimbursement policy. (ii) Notwithstanding the foregoing, and fees and expenses(x) the Executive hereby agrees that, during the Term of Employment but not broker fees or mortgage financing fees in excess of two pointsno event later than July 31, in connection with 2004, so long as the purchase of a residence. The Executive remains employed hereunder, the Executive shall be entitled propose to the preceding Board for its approval (which approval will not be unreasonably withheld) a reasonable plan for the relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate his Primary Residence (the “Commencement DateRelocation 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). Between In the Commencement Date and event the earlier of (1) the date the Executive’s family relocates or (2) six months after the Commencement Date (the “Transition Period”)Parties cannot agree to such Relocation Plan prior to July 31, 2004, the Executive may make no more than fifteen round trips by air at shall become entitled to only those payments and benefits provided under the Company’s expense to commute to his last residence or such other place traditional relocation policy for senior executive officers, effective as Executive shall determine. The Executive will also be reimbursed for reasonable expenses associated with commuting during the Transition Periodof November 1, including two trips 2004 (subject 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 extension of the two trips 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 new location for the Executive’s spouse, the Company will reimburse shall provide the Executive for first-class travel arrangements for with an amount equal to any income and other taxes payable by the Executive’s spouse only. The Executive will be entitled to receive upon the provision of such payments or benefits (and an additional payment amount equal to cover any federaltaxes imposed on such tax gross-up amount), state, such that the Executive shall not incur any tax costs with respect to such payments and local income taxes that he incurs in connection with 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)benefits.

Relocation Expenses. (i) The Company shall promptly reimburse the Executive, to the extent it has not previously reimbursed the Executive pursuant to the Prior Employment Agreement, for all reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as described below. The a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company will only pay policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s 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 broker fees in connection with period of time; real estate commissions on the sale of the Executive’s existing residence, reasonable out-of-pocket fees home in Illinois and 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 new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the preceding relocation expenses as long as they are incurred within eighteen (18) months Rockaway, NJ area for all members of such determination to relocate (the “Commencement Date”). Between the Commencement Date and the earlier of (1) the date the Executive’s family relocates 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 sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive 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 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 (2) six months after the Commencement Date (the “Transition Period”as defined below), the Executive may make no more than fifteen round trips by air at the Company’s expense will be required to commute to his last residence or such other place as Executive shall determine. The Executive will also be reimbursed for reasonable expenses 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 repay 50% of the two trips gross amount of reimbursed Relocation Expenses if such termination occurs prior to October 17, 2018, which repayment shall be made within thirty (30) days of 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)date of termination.

Relocation Expenses. The Company shall promptly reimburse the Executive for all the following out of pocket relocation expenses as described below. The Company will only pay (collectively, the “Relocation Expenses”): (i) the reasonable, documented costs for reasonable broker fees in connection with 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 sale of Executive and the Executive’s existing residencefiancé 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, reasonable out-of-pocket fees and expenses but 2009 (such costs not taxes payable in connection with such sale to exceed $2,500 per month); (other than transfer taxes), iii) the packing and moving relocation of all of Executive’s household goods and shipment up to two (2) vehicles via Mayflower Moving Company (such costs not to exceed an aggregate of three automobiles based upon a competitive bid obtained through the Company’s human resources department, $16,000); (iv) reasonable and fees and expenses, but not broker fees or mortgage financing fees in excess of two points, in connection with customary buyer closing costs relating to the purchase of a residence. The home in the Dallas, Texas area; and (v) any incremental tax liability incurred by Executive shall be entitled with respect to the preceding relocation expenses as long as they are incurred within eighteen (18) months of reimbursements for these Relocation Expenses, so that Executive is in the same position she would have enjoyed if such determination reimbursements were not subject to relocate (the “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”)income tax, subject to 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 expenses 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, providing the Company will with reasonable documentation of all Relocation Expenses; provided that the Company shall have no obligation to reimburse the Executive for first-class travel arrangements for any Relocation Expenses incurred after the Executive’s spouse onlyfirst anniversary of the Start Date. The If 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 any reimbursement for relocation expenses that are not tax deductible. The Executive will be entitled to reimbursement for miscellaneous household expenses incurred in connection resigns her employment with the relocation in order Company or is terminated for Cause within twelve (12) months following the Start Date, Executive shall be obligated to put repay the Executive’s new residence into move-in condition in an amount not Company one hundred percent (100%) of the Relocation Expenses reimbursed pursuant to exceed twenty thousand dollars this Section 4.4. If the Executive resigns her employment with the Company or is terminated for Cause at anytime after the first anniversary of the Start Date but on or prior to the second anniversary of the Start Date, the Executive shall be obligated to repay the Company fifty percent ($20,000.00)50%) of the Relocation Expenses reimbursed pursuant to this Section 4.4.

Relocation Expenses. The Company shall promptly reimburse the Executive for all relocation expenses as described below. The Company will only pay reimburse the Employee up to a maximum of $200,000 (USD) for reasonable broker fees in connection with and customary relocation costs that Employee incurs between the sale of Start Date and the Executive’s existing residence, reasonable out18-of-pocket fees and 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 pointsmonth anniversary thereof, in connection with the purchase of a residence. The Executive shall be entitled Employee’s relocation to the preceding relocation expenses Vancouver, British Columbia metropolitan area, as long as they are incurred within eighteen (18) months of such determination to relocate contemplated in the Initial Employment Agreement (the “Commencement DateRequired Relocation”). Between Employee will be reimbursed for such relocation costs only if Employee remains an employee of the Commencement Date and the earlier of (1) Company through the date of reimbursement by the ExecutiveCompany and only if the expenses are substantiated in writing and submitted to the Company (by valid receipts or any other reasonable method of invoicing, showing proof of payment for an eligible relocation cost) within thirty (30) days after such expense is incurred. Any such expense that is properly substantiated in accordance with the previous sentence will be reimbursed to Employee, less applicable withholdings, via check or electronic funds transfer by the thirtieth (30th) day following the date of receipt by the Company of Employee’s family relocates written substantiation (and in no event later than March 15 of the year following the year in which it is incurred). Employee acknowledges that relocation reimbursements may be taxable to Employee and subject to withholding. The amount of relocation costs reimbursed to Employee pursuant to this Section 3.10 shall be fully “grossed-up” for tax purposes such that after taking into account the gross-up (which gross-up or (2) six months after related portions will be paid as set forth below and generally will not be made at the Commencement Date (same time as the “Transition Period”related reimbursement of relocation costs), the Executive may make no more than fifteen round trips by air at amount of the Company’s expense various reimbursements and payments pursuant to commute this Section shall have included the full amount of the relocation costs properly claimed pursuant to his last residence or such other place as Executive shall determinethis Section and any related taxes attributable to the reimbursement and any taxes on the gross-up amount. The Executive will also amount of any gross-up payments under this Section shall be reimbursed for reasonable expenses 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, calculated by the Company in good faith and Employee will reimburse promptly provide the Executive for firstCompany with any information reasonably requested to calculate the gross-class travel arrangements for the Executive’s spouse onlyup amount(s). The Executive Any gross-up amounts due under this Section will be entitled paid, subject to receive an additional payment to cover any federalSection 9.9 of this Agreement, state, and local income taxes that he incurs in connection with 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 as soon as practicable upon the relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)calculation of such amounts.

Relocation Expenses. The Company shall promptly pay Employee two-hundred and fifty thousand dollars ($250,000) (the “Relocation Payment”) to reimburse the Executive Employee for all Employee’s relocation expenses as described below. The Company will only pay for reasonable broker fees associated with his or her move to Wisconsin in connection with his 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 Executive’s existing residence, reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale (other than transfer taxes“Excess Relocation Expenses”), the packing and moving of all household goods and shipment of three automobiles based upon a competitive bid obtained through Employee may provide the Company’s human resources departmentSVP of Human Resources with documentation of such Excess Relocation Expenses for review by the CEO, and fees and expenses, but not broker fees or mortgage financing fees in excess of two pointsthe CEO may elect, in connection 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 purchase final sale price of a residence. The Executive shall be entitled to the preceding relocation expenses as long as they are incurred his current primary residence upon Employee’s successful sale and closure on such primary residence if such sale and closure is completed within eighteen six (186) months of such determination to relocate (the “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 Start Date (the “Transition PeriodHome Sale Payment”), 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 Home Sale Payment shall be reimbursed 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 Start Date for up to six (6) months after the Start Date and shall reimburse Employee for the reasonable expenses associated with commuting during two (2) house-hunting trips by Employee and his or her spouse. Reimbursement of such costs and expenses shall be made within thirty (30) days of Employee’s incurring the Transition Periodcosts and expenses, including two trips subject to any such new location for his spouse for purposes Employee’s providing reasonable documentation of relocation-related planning, the reimbursable costs and for temporary housing and rental car expenses expenses. Employee agrees that if Employee initiates Employee’s Separation from Service without Good Reason (as defined below) at any such new location. In respect time within twelve (12) months of the two trips Start Date, Employee shall repay all payments made to him or her pursuant to this Section 4.5 (including without limitation the new location for Relocation Payment, any Excess Relocation Expenses and the Executive’s spouseHome Sale Payment) within thirty (30) days of the Separation from Service. Employee further agrees that if Employee fails to relocate his or her primary residence to Wisconsin within six (6) months of the Start Date, he or she shall repay 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 Relocation Payment, any federal, state, Excess Relocation Expenses and local income taxes that he incurs in connection with 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)Home Sale Payment.

Relocation Expenses. The Company shall promptly will reimburse Employee for up to $20,000 (the Executive “Relocation Amount”) 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 all relocation expenses as described belowstandard 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 (v) 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 only pay for reasonable broker fees in connection with the sale withhold from any portion of the Executive’s existing residenceRelocation Amount that is paid to Employee any applicable income and employment tax withholdings, reasonable out-of-pocket fees as determined in its reasonable, good faith judgment, and expenses but not Employee will be responsible for paying any taxes payable in connection with such sale (on these reimbursements to the extent that they are taxable income under applicable tax law. If Employee resigns from the Company for any reason other than transfer taxes)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 packing Relocation Amount not yet paid as of the date of termination 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 Employee must further repay to the preceding relocation expenses Company the portion of the Relocation Amount that has been paid to Employee as long as they are incurred within eighteen of the termination date (18on a net of tax basis) months of such determination to relocate (the “Commencement DateRepayment Amount”). Between Employee agrees that the Commencement Date Company may deduct, in accordance with applicable law, the Repayment Amount from any payments the Company owes Employee, including but not limited to any regular payroll amount and any expense payments. Employee further agrees to pay to the earlier Company, 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 2.4(b) are subject to the provisions of Section 409A: (1i) 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) the date amount of expenses reimbursed in one year will not affect the Executive’s family relocates or (2) six months after the Commencement Date (the “Transition Period”), 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 amount eligible for reasonable expenses associated with commuting during the Transition Period, including two trips to reimbursement in any such new location for his spouse for purposes of relocation-related planningsubsequent year, and for temporary housing and rental car expenses at any such new location. In respect of (iv) 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 any reimbursement for relocation expenses that are not tax deductible. The Executive will be entitled right to reimbursement under this Agreement will not be subject to liquidation or exchange for miscellaneous household expenses incurred in connection with the relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)another benefit.

Relocation Expenses. The (i) In furtherance of Executive’s relocation of his principal place of residence to the San Francisco Bay Area following Executive’s receipt of all necessary governmental approvals to work legally in the United States, the Company shall promptly reimburse the Executive for all relocation expenses as described below. The Company will only pay for reasonable broker fees or reimburse Executive in connection accordance with the sale of the Executive’s existing residence, reasonable out-of-pocket fees and 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 departmentwritten expense reimbursement policies and procedures for up to a total of $30,000, which shall include (A) the movement of Executive’s reasonable household goods, (B) reimbursement for round trip tickets for house hunting trips to the San Francisco Bay Area for Executive, his spouse and/or his dependent children, (C) reimbursement for transportation for Executive, his spouse and his dependent children to the San Francisco Bay Area, and fees (D) reasonable and expenses, but not broker fees or mortgage financing fees in excess of two points, customary realtor costs incurred by Executive in connection with the purchase of Executive’s residence in the San Francisco Bay Area (collectively, the “Relocation Reimbursement”). In addition, the Company shall pay to Executive a residence. The Executive shall be entitled to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate tax gross-up (the “Commencement DateTax Gross-Up”). 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”), 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 expenses 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, local or foreign income and local income employment taxes that he incurs 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. 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, 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 Effective Date, Executive shall repay to the Company a pro rata portion of the Relocation Reimbursement and any 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 amounts against any compensation otherwise payable to Executive on the date of Executive’s termination of employment. (ii) In the event Executive’s employment is terminated pursuant to Section 8(a)(i), (ii), (iii), (iv), (v) or (vi), the Company shall pay for or reimburse Executive in accordance with the Company’s written expense reimbursement policies and procedures for up to a total of $30,000 in connection with any his relocation from the San Francisco Bay Area to his new principal place of residence, which shall include (A) the movement of Executive’s reasonable household goods, (B) reimbursement for relocation expenses that are not tax deductible. The Executive will be entitled round trip tickets for house hunting trips to Executive’s new residence, (C) reimbursement for miscellaneous household expenses transportation for Executive, his spouse and his dependent children to Executive’s new residence, and (D) reasonable and customary realtor costs incurred by Executive in connection with the relocation in order to put the purchase of Executive’s new residence into move(collectively, the “Termination Relocation Reimbursement”). In addition, the Company shall pay to Executive a tax gross-up (the “Termination Tax Gross-Up”) for any federal, state, local or foreign income and employment taxes Executive is required to pay resulting from the Termination Relocation Reimbursement and from the Termination Tax Gross-Up, which Termination Tax Gross-Up shall be paid in condition accordance with Treasury Regulation Section 1.409A-3(i)(1)(v). All amounts eligible for the Termination Relocation Reimbursement must be incurred by and paid to Executive within six (6) months following Executive’s date of termination. The Termination Relocation Reimbursement and the Termination Tax Gross-Up shall be paid to Executive within thirty (30) days following the Company’s receipt of a written request for such reimbursement, but subject to receipt by the Company of supporting receipts and/or documentation and/or receipts in an amount not form and substance reasonably acceptable to exceed twenty thousand dollars ($20,000.00)the Company.

Relocation Expenses. The Company 6.1 ADT shall promptly 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 all relocation expenses as described below. The Company will only pay for reasonable broker fees in connection with the sale of the Executive’s existing residence, reasonable any addition out-of-pocket fees 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 but not taxes payable in connection 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 such sale (a $1,000 deductible). Executive agrees to pay ADT $138 per month for providing insurance if Executive's homeowners insurance is canceled or becomes invalid. 6.2 Upon termination of this Agreement, for any reason other than transfer taxes)Executive's conviction of a felony, the packing and moving of ADT shall assume all household goods and shipment of three automobiles based upon a competitive bid obtained through the Company’s human resources department, and fees and reasonable expenses, but not broker fees or mortgage financing fees similar to those set forth above in excess of two pointsSection 6.1, in connection associated with the purchase relocation of a residence. The Executive and his family from the United Kingdom to the continental United States except that Executive shall be entitled to the preceding relocation reimbursement of out-of-pocket expenses as long as they are incurred within eighteen (18) months of such determination up to relocate (the “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”), 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 expenses 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)Pound Sterling10,000. 6.3 In the event that the Employment period hereunder is extended in accordance with Section 2 above, ADT shall assume all reasonable relocation expenses of Executive in addition to relocation expenses of Executive's family should their respective relocations not be contemporaneous.

Relocation Expenses. The Company shall promptly reimburse the Executive for all relocation expenses as described below. The Company will only pay reimburse Executive up to $100,000 for reasonable broker 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) 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 the Executive’s existing current principal residence; and (vi) usual and customary closing costs, reasonable out-of-pocket realtor fees and expenses but not taxes payable in connection with such sale up to one (other than transfer taxes), the packing and moving of all household goods and shipment of three automobiles based upon 1) point on 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, incurred in connection with the purchase of a Executive’s new principal residence. The Executive shall be entitled to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate (the “Commencement Date”). Between the Commencement Date and the earlier of (1) the date This $100,000 limit on the Executive’s family relocates or (2) six months after relocation expenses to be reimbursed by the Commencement Date (Company is inclusive of a “gross up” for the “Transition Period”)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 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 expenses 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, agrees that 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 not pay any federal, state, and local income taxes that he incurs amount in connection with any reimbursement for relocation expenses that are not tax deductible. The Executive will be entitled to reimbursement for miscellaneous household expenses incurred excess of $100,000 in connection with the relocation in order to put the Executive’s new residence into move-relocation expenses. If on or before the first anniversary of Executive’s permanent relocation to a state in condition New England (i) the Company terminates the employment of the Executive for “cause” (as defined in an amount not the Company’s 2004 Stock Incentive Plan, as amended) or (ii) the Executive terminates his own employment for any reason, the Executive will be required to exceed twenty thousand dollars ($20,000.00)repay the Company for 100% of the relocation expenses incurred by the Company, which Executive authorizes the Company to deduct from any outstanding wages or other monies owed to Executive.

Relocation Expenses. 25.01 The Company shall promptly reimburse the Executive for all Corporation will pay relocation expenses when: (a) 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 described below. The Company a result. (c) 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 only pay be paid as follows: (a) Transportation and living expenses, to a maximum of six (6) days, for reasonable broker the employee and one member of the employee's family to visit the new location to assist in the relocation of housing, if necessary. (b) Real estate and legal fees incurred in connection with respect of the sale of the Executive’s existing residence, reasonable out-of-pocket and legal fees and expenses but not taxes payable incurred 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 respect to the purchase of a the employee's principal residence. The Executive shall be entitled to . (c) Transportation for the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate (the “Commencement Date”). Between the Commencement Date employee and the earlier of (1) the date the Executive’s family relocates or (2) six months after the Commencement Date (the “Transition Period”), 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 expenses 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 dependents to the new location by the most practical and economical means of transportation. (d) Hotel accommodations and meals for the Executiveemployee 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 spousereceiving 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 of extenuating circumstances, by mutual agreement, the Company will reimburse the Executive for first-class travel arrangements for the Executive’s spouse only. The Executive time frame may be extended. 25.03 No reimbursement will be entitled to receive an additional payment to cover any federal, state, and local income taxes that he incurs in connection with any reimbursement for made when relocation expenses that are not tax deductible. The Executive will be entitled to reimbursement for miscellaneous household expenses incurred in connection with the relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)at termination of employment.

Relocation Expenses. The Company shall promptly reimburse the Executive for all relocation expenses as described below. The Company will only pay for reasonable broker fees in (i) In connection with the sale Company's planned relocation of its headquarters (the "Headquarters Relocation"), and in furtherance of Executive’s existing residence, reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale (other than transfer taxes)relocation of his principal place of residence to the location to which the Company's headquarters is so relocated, the packing and moving of all household goods and shipment of three automobiles based upon a competitive bid obtained through Company shall pay for or reimburse Executive in accordance with the Company’s human resources departmentwritten expense reimbursement 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 (A) the movement of Executive’s reasonable household goods, (B) 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 fees (D) reasonable and expenses, but not broker fees or mortgage financing fees in excess of two points, customary realtor costs incurred by Executive in connection with the purchase of Executive’s residence (collectively, the “Relocation Reimbursement”). In addition, the Company shall pay to Executive a residence. The Executive shall be entitled to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate tax gross-up (the “Commencement DateTax Gross-Up”). 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”), 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 expenses 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, local or foreign income and local income employment taxes that he incurs Executive is required to pay resulting from the Relocation Reimbursement and from the Tax Gross-Up, which Tax Gross-Up shall be paid in connection accordance with any reimbursement Treasury Regulation Section 1.409A-3(i)(1)(v). All amounts eligible for relocation expenses that are not tax deductiblethe 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, 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 repay to the Company a pro rata portion of the Relocation Reimbursement and any 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 be entitled have the right to reimbursement for miscellaneous household expenses incurred in connection with offset such amounts against any compensation otherwise payable to Executive on the relocation in order to put the date of Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)termination of employment.

Relocation Expenses. (a) The Company Executive shall promptly reimburse relocate to the Executive for all relocation expenses as described below. The Company will only pay for reasonable broker fees 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 sale of Company will be responsible for the Executive’s existing residencefollowing (the “Relocation Expenses”): (i) Reasonable, reasonable documented out-of-pocket fees and expenses but not taxes payable in connection with such sale (other than transfer taxes), related to the packing and moving transportation of all household goods the Executive’s furniture and shipment other personal belongings, up to $30,000; (ii) A one-time relocation bonus of three automobiles based $30,000 to reimburse the Executive for other costs related to the Relocation; (iii) All reasonable, documented out-of-pocket costs of temporary housing in an agreed-upon a competitive bid obtained corporate apartment unit through July 31, 2015 (the “Relocation Period”); and (iv) All reasonable, documented out-of-pocket airfare and rental car expenses for the Executive’s trips to and from the Company’s human resources departmentSupport Center at the Company’s request until the earlier of the Relocation and the end of the Relocation Period. All Relocation Expenses will be reimbursed in accordance with the Company’s established policies and procedures related to the timing of reimbursement of 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) If such termination is prior to the six-month anniversary of the Effective Date, the Executive will reimburse the Company for 75% of the Relocation Expenses; (iii) If such termination is prior to the nine-month anniversary of the Effective Date, the Executive will reimburse the Company for 50% of the Relocation Expenses; and (iv) If such termination is prior to the twelve-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 fees and expenseslodging. During the Employment Term, but not broker fees or mortgage financing fees in excess of two points, the Company shall reimburse the Executive for reasonable business expenses incurred by her during the Employment Term in connection with the purchase performance of a residence. The Executive shall be entitled her duties hereunder conditioned upon and subject to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate (the “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”), 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 expenses associated with commuting during the Transition Periodestablished policies and procedures, 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 written receipt from the Executive for first-class travel arrangements for the Executive’s spouse only. The Executive will be entitled to receive of an additional payment to cover any federal, state, and local income taxes that he incurs itemized accounting in connection with any reimbursement for relocation expenses that are not tax deductible. The Executive will be entitled to reimbursement for miscellaneous household expenses incurred in connection accordance with the relocation in order to put the ExecutiveCompany’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)regular business expense verification practices.

Relocation Expenses. The Company shall promptly reimburse provide reimbursement to the Executive for all relocation of customary and reasonable expenses as described below. The Company will only pay for reasonable broker fees in connection associated with the sale relocation of the Executive’s household to the Dallas area. These expenses shall include (a) for the selling of the Executive’s existing residencehome: realtors fees, reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale (other than title insurance, inspection fees, 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 departmentappraisals, and fees taxes associated with documentation filings; (b) packing, transportation, insurance, storage and expenses, but not broker fees or mortgage financing fees in excess unpacking of two points, in connection with the Executive’s personal possessions to the Executive’s new home; and (c) for 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 determination to relocate (the “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”)new home: title insurance, 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 expenses associated with commuting during the Transition Periodinspection fees, including two trips to any such new location for his spouse for purposes of relocation-related planningtransfer 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 temporary housing and rental car expenses at any such new location. In respect reimbursement of the two trips to the new location for the Executive’s spouserelocation 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 such reimbursement to offset federal and other taxes deemed to be imposed on such reimbursement using the same tax rate assumptions specified in Section 4(g) for any component of the relocation that is considered taxable per IRS regulations. The Company will shall reimburse the Executive for firstrelocation 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-class travel arrangements service relocation service. In addition, the Company shall reimburse the Executive for the cost of up to three (3) house hunting trips for the Executive and the Executive’s spouse onlyfamily, including airfare, hotel, meal costs and the cost of a rental vehicle, which reimbursement shall not be included in the calculation of, or subject to, the $260,000 limitation above. The Executive relocation assistance described in this Section 2(b)(viii) will be entitled to receive an additional payment to cover any federalpaid for expenses incurred through July 2021, state, and local income taxes that he incurs in connection with any reimbursement for relocation expenses that are not tax deductiblethough extension of this period is available upon request under special circumstances. The Executive Any such extension will be entitled to reimbursement for miscellaneous household expenses incurred documented in connection with the relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)writing.

Relocation Expenses. The Company hereby acknowledges that, in connection with Executive's commencement of employment hereunder, Executive shall promptly reimburse be required to relocate her primary residence to a location more convenient to the performance of her duties hereunder, and that, in connection with such relocation, Executive intends to offer for all relocation expenses as described belowsale her current primary residence (the "Residence"). The Company will only pay hereby agrees to reimburse Executive for reasonable broker fees the following costs and expenses in connection with the sale of the Executive’s existing residence, Residence: (A) the costs of the performance of two separate appraisals of the value and reasonable out-of-pocket fees and expenses but not taxes payable in connection target sale price of the Residence (the average of such two target sales prices (excluding any estimated closing costs associated with such sale (other than transfer taxessale) shall hereinafter be referred to as the "Target Sale Price"), the packing with each such appraisal to be performed by an independent, industry-qualified professional appraiser that is mutually acceptable to Executive 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 (B) with the purchase of a residence. The Executive shall be entitled respect to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate (the “Commencement Date”). Between period commencing on the Commencement Date and ending no later than the earlier first anniversary of (1) the date the Executive’s family relocates or (2) six months after the Commencement Date (but in no event later than the “Transition Period”date of the closing of the sale of the Residence), so long as Executive remains employed hereunder (the "Reimbursement Period"), all costs incurred by Executive may make no more than fifteen round trips by air 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 reasonable maintenance costs, but excluding any such costs payable during the Reimbursement Period but relating to Executive's ownership of the Residence prior to the Commencement Date; and (C) so long as Executive remains employed hereunder 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 expenses associated with commuting during time of the Transition Periodsale of the Residence, including two trips to any such new location for his spouse for purposes the excess, if any, of relocation-related planning, and for temporary housing and rental car expenses at any such new locationthe Target Sale Price over the actual sale price of the Residence. In respect of the two trips addition to the new location for the Executive’s spouseforegoing, the Company will shall reimburse the Executive for first-class travel arrangements for the Executive’s spouse only. The reasonable travel, lodging and moving expenses incurred by Executive will be entitled to receive an additional payment to cover any federal, state, and local income taxes that he incurs in connection with any reimbursement for Executive's commencement of employment hereunder, after receipt of documentation of such expenses from Executive in accordance with Company relocation expenses that are not tax deductible. The Executive will be entitled to reimbursement for miscellaneous household expenses incurred in connection with the relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)policies.

Relocation Expenses. The Company shall promptly reimburse the Executive for all the customary and reasonable relocation expenses as described belowthat he and his family incur in moving his residence to the Lafayette, Indiana area. The Without limiting the generality of the foregoing, the Company agrees that it will only pay the reasonable costs of relocating the Executive and his family from his existing residence in Okemos, Michigan, (the "Okemos Home") to the Lafayette, Indiana area. Such costs shall include: (a) the cost of having a 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 such move and storage; (b) the closing costs, including real estate commission, transfer taxes, title searches, survey costs, and reasonable broker fees 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 marketplace) for a mortgage, inspection fees, and reasonable attorneys' fees, incurred by the Executive in purchasing a residence in the Lafayette, Indiana area. Until the sale of the Executive’s existing residence, reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale (other than transfer taxes)Okemos Home is consummated, the packing Executive will be responsible for maintaining the Okemos Home (including mortgage payments, property taxes, upkeep, and moving insurance). Commencing with the Commencement Date, and continuing for a period of all household goods six (6) months, the Company shall reimburse the Executive for the monthly rental and shipment 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 three automobiles based upon a competitive bid obtained through 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 Okemos Home so that the 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 Lafayette, Indiana area. In the event that the Company’s human resources department, 's moving expense and fees and expenses, but not broker fees or mortgage financing fees in excess of two pointsrelocation package is, in connection with whole or in part, more generous than provided above, then the purchase of a residence. The Executive shall be entitled to receive the preceding relocation expenses as long as they are incurred within eighteen (18) months more generous package or portion thereof. The obligations of such determination to relocate (the “Commencement Date”). Between Company under this Section 3.7 shall survive the Commencement Date and the earlier termination of (1) the date the Executive’s family relocates or (2) six months after the Commencement Date (the “Transition Period”), 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 's employment for reasonable expenses 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)reason.

Relocation Expenses. The Company shall promptly reimburse the Executive for all relocation expenses as described below. The Company will only pay for reasonable broker fees in (i) In connection with the sale Company's planned relocation of its headquarters (the "Headquarters Relocation"), and in furtherance of Executive’s existing residence, reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale (other than transfer taxes)relocation of his principal place of residence to the location to which the Company's headquarters is so relocated, the packing and moving of all household goods and shipment of three automobiles based upon a competitive bid obtained through Company shall pay for or reimburse Executive in accordance with the Company’s human resources departmentwritten expense reimbursement 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 (A) the movement of Executive’s reasonable household goods, (B) 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 fees (D) reasonable and expenses, but not broker fees or mortgage financing fees in excess of two points, customary realtor costs incurred by Executive in connection with the purchase of Executive’s residence (collectively, the “Relocation Reimbursement”). In addition, the Company shall pay to Executive a residence. The Executive shall be entitled to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate tax gross-up (the “Commencement DateTax Gross-Up”). 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”), 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 expenses 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, local or foreign income and local income employment taxes that he incurs Executive is required to pay resulting from the Relocation Reimbursement and from the Tax Gross-Up, which Tax Gross-Up shall be paid in connection accordance with any reimbursement Treasury Regulation Section 1.409A-3(i)(1)(v). All amounts eligible for relocation expenses that are not tax deductiblethe 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, 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 repay to the Company a pro rata portion of the Relocation Reimbursement and any 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 be entitled have the right to reimbursement for miscellaneous household expenses incurred in connection with offset such amounts against any compensation otherwise payable to Executive on the relocation in order to put the date of Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)termination of employment.

Relocation Expenses. (a) The Company shall promptly will reimburse the Executive for all relocation documented, reasonable expenses as described below. The Company will only pay of moving from Arkansas to the Washington, D.C. metropolitan area (and for reasonable broker fees in connection with insurance for full replacement value during the sale of move) the Executive’s existing residence, reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale (other than transfer taxes), the packing and moving of all his family’s household goods and shipment of three automobiles based upon a competitive bid obtained through the Company’s human resources departmentpossessions, and fees and expenses, including but not broker fees or mortgage financing fees limited to the Executive’s personal art and wine collections (recognizing that such collections may cause the Executive to incur costs in excess of two points, in connection addition to those associated with the purchase of a residencean ordinary household move) and up to three automobiles. The Executive shall be entitled may select the company or companies to conduct the move, subject to the preceding relocation expenses approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. 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 long soon as they are incurred within eighteen practicable after the Effective Date, obtain temporary housing for the Executive and the Executive’s immediate family (18not less than two bedrooms) months 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 determination to relocate lease or purchase, the Executive has not yet sold his home in Arkansas (the “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 PeriodArkansas Home”), the Company shall thereafter reimburse 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 expenses associated with commuting during the Transition Period, including two trips to any such new location for his spouse for purposes of relocation-related planning, monthly mortgage payment and for temporary housing and rental car other expenses at any such new location. In in respect of the two trips Arkansas Home (including reasonable expenses for interest, insurance, utilities, maintenance, and landscaping, and excluding any payments to principal). The combined time period for such temporary housing and/or such mortgage and expense reimbursement shall not exceed 14 months total. When the new location for Executive sells the Executive’s spouseArkansas Home, (i) the Company will reimburse the Executive for first-class travel arrangements for the actual loss, if any, on such sale documented by the Executive’s spouse only. The Executive will be entitled , up to receive an additional payment to cover any federal, state, and local income taxes that he incurs in connection with 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 relocation in order to put the Executive’s new residence into move-in condition in an a maximum amount not to exceed twenty of three hundred thousand dollars ($20,000.00)300,000) or (ii) 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 Effective Date, with a relocation allowance equal to four weeks pro rata of the Executive’s Base Salary.

Relocation Expenses. The Company shall promptly reimburse the Executive for all relocation expenses as described below. The Company will only pay for reasonable broker fees in connection with the sale of the Executive’s existing residence, reasonable out-of-pocket fees and 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 determination to relocate (the “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”), 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 expenses 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, actual and local income taxes that he incurs in connection with any reimbursement for relocation expenses that are not tax deductible. The Executive will be entitled to reimbursement for miscellaneous household reasonable expenses incurred in connection with the relocation of Executive's personal residence, up to a maximum reimbursement of $30,000. Items that are eligible for reimbursement under the preceding sentence include packing and moving expenses, 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 order to put Grundy, Virginia (the Executive’s new residence into move-in condition in "Residence"), and puts the Residence on the market on or before December 31, 1999, and subsequently sells the Residence, the Company shall reimburse Executive 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 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 provided further that if the Selling Price equals or exceeds the Appraised Value, Executive 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 extent reimbursement of such expenses pursuant to this Section 2(d) is subject to state or 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 the reimbursement. Executive will fully and completely cooperate with the Company with respect to all matters associated with the taxation and potential 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 twenty thousand dollars ($20,000.00)125,000.00.

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 promptly 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 all relocation expenses as described below. The Company will only pay for real estate commissions and other reasonable broker closing costs and reasonable attorney's fees customarily borne by sellers in connection with the sale of the Executive’s 's home in Keswick, Virginia. (c) Pursuant to the Company's Home Purchase Option Program, the Company agrees either (i) to purchase the Executive's existing residencehome in Keswick, Virginia at his original purchase price or (ii) to pay the Executive the difference between the sale price of such home and the Executive's original purchase price as set forth in the Program. (d) The Company shall pay the closing costs and reasonable out-of-pocket attorney's fees and expenses but not taxes payable incurred by the Executive in connection with such sale purchase of the Executive's home in the Minneapolis, Minnesota area. (other than transfer taxes)e) The Company shall pay 100% of the Executive's reasonable costs in moving the Executive, his family and possessions from the packing and moving Executive's home in Minneapolis, Minnesota area at the conclusion of the Term of Employment to a home selected by the Executive 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 net of all household goods applicable federal, state and shipment of three automobiles based upon a competitive bid obtained through local taxes is equal to the Company’s human resources department, cost or expense being reimbursed. (f) The Company shall reimburse the Executive for real estate commissions and other reasonable closing costs and reasonable attorney's fees and expenses, but not broker fees or mortgage financing fees in excess of two points, customarily borne by sellers in connection with the purchase sale of a residence. The the Executive's home in the Minneapolis, Minnesota area at the conclusion of the Term of Employment, and pay the Executive shall be entitled to the preceding relocation expenses as long as they are incurred within eighteen (18) months difference between the sale price of such determination to relocate (the “Commencement Date”). Between the Commencement Date home and the earlier Executive's original purchase price (if higher). (g) Alternatively to (f) above, at the option of (1) the date the Executive’s family relocates or (2) six months after the Commencement Date (the “Transition Period”), 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 expenses 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 purchase the Executive’s spouse only's existing home in the Minneapolis, Minnesota area. The Executive will be entitled to receive an additional payment to cover any federalUnder this paragraph (g), state, and local income taxes that he incurs in connection with 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 relocation in order to put purchase price of the Executive’s new residence into move-in condition in 's home shall be the greater of an amount not determined according to exceed twenty thousand dollars ($20,000.00)the Company's Home purchase Option Program, or the Executive's original purchase price.

Relocation Expenses. The Company shall promptly reimburse pay all of the following expenses reasonably incurred by Executive for all relocation expenses as described below. The Company will only pay for reasonable broker fees in connection with the sale Executive's (and his family's) relocation of the Executive’s existing residencehis principal residence from Ponte Vedra, reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale Florida to New York; provided, however, that any individual expense (other than transfer taxes), the packing and moving or group 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 related expenses, but not broker fees or mortgage financing fees ) reasonably expected to be in excess of two points$5,000 shall be submitted to the Chairman for consent, which consent shall not be unreasonably withheld or delayed: (a) 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 connection with locating and obtaining a new principal residence in New York; and (c) temporary housing expenses for Executive (but not beyond the purchase first anniversary of the Commencement Date) of up to a residencemaximum of $5,000 per month, including food, lodging and other incidental living expenses. The To the maximum extent possible, all relocation payments shall be made by the Company directly to the persons or entities providing goods or services. Executive shall be entitled required to obtain and submit to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination Company receipts and/or other documentation, reasonably satisfactory to relocate (the “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”), 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 evidence all relocation expenses. Executive shall determine. The Executive will also be reimbursed for reasonable expenses 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 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 relocation in order to put the Executive’s new residence into movehereunder (a "RELOCATION GROSS-in condition UP PAYMENT") in an amount not equal to exceed twenty thousand dollars any increase in Executive's income and payroll taxes attributable to any relocation expenses paid to or on behalf of Executive, including an amount equal to any additional income and payroll taxes which are imposed on the Relocation Gross-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 ($20,000.00)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 be made to Executive prior to the time that such taxes are due.

Relocation Expenses. (i) The Company shall promptly pay, or reimburse Executive for, reasonable relocation expenses incurred by the Executive for all relating to his relocation expenses to Durham, North Carolina as described belowfollows: 1. The Company will only provide Executive with four installment payments in the amount of $50,000 each, to be paid in a lump sum on the first payroll date of each of the first four fiscal quarters of Executive’s 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 broker fees costs of necessary house-hunting trip(s), with prior approval by the Company’s Senior 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) Executive shall be obligated to reimburse the Company for all relocation amounts paid to Executive under this Section 3(e) in connection the event that Executive resigns from his employment (without “Good Reason”) or the Company terminates Executive’s employment for “Cause” before the second anniversary of the Employment Start Date. Executive will authorize the Company to withhold any amounts due from his paycheck if reimbursement is necessary, consistent with legal requirements. (iii) In the event that Executive’s employment is terminated on or before October 31, 2019, under circumstances making him eligible for severance benefits under the 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 will be eligible for reimbursement by the Company for any loss incurred in the sale of Executive’s primary North Carolina residence following the Termination Date in the amount equal to the greater of (x) the fair market value of such residence as determined by the Company’s third party relocation service, or (y) the purchase price of such 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 one-half months following the sale of the Executive’s existing residence, reasonable out-of-pocket fees and expenses but not taxes payable except as provided 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 (18Section 7(b) months of such determination to relocate (the “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”), 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 expenses 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)below.

Relocation Expenses. The Executive shall purchase a residence within twenty (20) miles of the Company’s principal offices by the later of July 31, 2007 or one hundred eighty (180) days after the Effective Date (the “Relocation Date”), and for the period commencing on the Effective Date and ending on the Relocation Date, the Company shall promptly provide the Executive with a suitable, furnished apartment within twenty (20) miles of the Company’s principal offices and shall pay for the 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 all relocation the following out-of-pocket expenses as described below. The Company will only pay for that he incurs: (i) ordinary and reasonable broker realtor fees and closing costs incurred in connection with the sale of the Executive’s existing current primary residence, (ii) ordinary and reasonable out-of-pocket fees and 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, closing costs incurred in connection with the purchase of a 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. The Executive In no event shall be entitled the Company reimburse relocation expenses, pursuant to the immediately preceding relocation expenses as long as they are incurred within eighteen (18) months sentence in an amount, in the aggregate, in excess of such determination to relocate ($250,000. From the “Commencement Date”). Between the Commencement Effective Date and through the earlier of the date the Executive and his family relocate their principal residence to within twenty (120) 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 (21) six months year after the Commencement Relocation Date (the “Transition Period”), the Company shall make private aircraft available to the Executive may make no more than fifteen round trips by air at up to twice per calendar week for the purpose of traveling to or from his family’s residence and the Company’s principal offices, provided that to the extent any expense to commute to his last residence or such other place as Executive shall determine. The Executive will also be reimbursed for reasonable expenses 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 spouseuse of the aircraft is not deductible by the Company, the Company will Executive shall reimburse the Executive Company for first-class travel arrangements for the loss of any tax benefit or, at the Executive’s spouse onlyelection, pay for the use of such airplane in a manner such that no portion of the expense is nondeductible. The Executive will be entitled All expenses related to receive an additional payment to cover any federal, state, and local income taxes that he incurs in connection with 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)personal commuting incurred after the Transition Period will be at the sole cost of the Executive.

Relocation Expenses. (i) The Company shall promptly reimburse the Executive for all reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as described below. The a direct result of the relocation of him and his spouse to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ (“Relocation Expenses”), subject to Company will only pay policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for the Executive and his spouse as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s 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 broker fees in connection with period of time; real estate commissions on the sale of the Executive’s existing residence, reasonable out-of-pocket fees home in Illinois and 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 new home in or around Rockaway, NJ; reasonable closing costs on a new home that is a reasonable commuting distance from the Company’s retail division executive offices; and airfare to the preceding relocation expenses as long as they are incurred within eighteen (18) months Rockaway, NJ area for all members of such determination to relocate (the “Commencement Date”). Between the Commencement Date and the earlier of (1) the date the Executive’s family relocates 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 sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company shall pay the Executive 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 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 (2) six months after the Commencement Date (the “Transition Period”as defined below), the Executive may make no 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 fifteen round trips by air at one year following the Company’s expense to commute to his last residence or such other place as Executive Effective Date but less than two years following the Effective Date, which repayment shall determine. The Executive will also be reimbursed for reasonable expenses 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 made within thirty (30) days 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)date of termination.

Relocation Expenses. 8.1 Subject to production of receipts or other appropriate evidence of payment, the Company shall reimburse the Executive in respect of any reasonable and customary costs incurred by him in relocating himself and his family to accommodation within a 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 himself and his family, in order to attend any school interviews, rental payments and rental fees in respect of temporary accommodation whilst doing so, 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 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 complies with the rules applicable under US Treasury Regulation Section 1.409A-3(i)(1)(iv) applicable to reimbursements and in-kind benefits. The Company shall promptly gross up any amount paid by way of reimbursement of Relocation Expenses pursuant to 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 a result of paying the Executive such reimbursement amount. 8.4 On termination of the Executive's employment by the Executive pursuant to clause 19.4, by the Company other than pursuant to clause 19.5, or upon the Executive's death and subject to production of receipts or other appropriate evidence of payment, the Company shall reimburse the Executive for all relocation expenses as described below. The Company will only pay for in respect of any reasonable broker fees and customary costs (other than any property-related taxes) incurred in connection with relocating himself and his family to the sale United States of America (including any reasonable costs in respect of moving costs, storage costs, travel costs, the costs of the Executive’s existing residence, reasonable out-of-pocket fees 's and 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 his family's return journey to the preceding relocation expenses as long as they are incurred within eighteen (18) months United States of such determination to relocate (the “Commencement Date”). Between the Commencement Date America and the earlier of (1) the date the Executive’s family relocates or (2) six months after the Commencement Date (the “Transition Period”), 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 expenses 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 shipping all personal possessions back 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00United States of America).

Relocation Expenses. The As soon as practicable, and in no event later than nine (9) months after, the date of this Agreement, the Executive is expected to relocate to, and establish a primary residence in, the greater New York area. To assist the Executive with such relocation, the Company shall promptly provide the following relocation benefits to the Executive: (i) upon presentation of substantiation and documentation acceptable to the Company, the Company shall advance to the Executive amounts necessary to reimburse the Executive for all the reasonable cost of three (3) round trips for the Executive and his immediate family to New York or Connecticut during a period of six (6) months after the date of this Agreement (such 6 month period, the “Reimbursement Period”), specifically consisting of (A) business class airfare, (B) temporary lodging accommodations in New York or Connecticut for up to four (4) calendar days per trip, and (C) local transportation and meals in New York or Connecticut for up to four (4) calendar days per trip; (ii) upon presentation of substantiation and documentation acceptable to the Company, the Company shall advance to the Executive amounts necessary to reimburse the Executive for the reasonable moving and relocation expenses as described below. The Company will only pay for reasonable broker fees costs incurred on or before December 31, 2018 in connection with the Executive’s relocation to the greater New York area, including transaction costs involved with the sale of the Executive’s existing residence, reasonable out-of-pocket fees current residence and 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 determination to relocate (the “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”), 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 expenses 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 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 relocation in order to put the Executive’s new residence into movein the greater New York area; and (iii) the Company shall provide suitable temporary housing for the Executive in New York City until the earlier of the completion of the Executive’s relocation (as determined by the Board in its reasonable good faith discretion) or the expiration of the Reimbursement Period. (iv) Notwithstanding any provision herein to the contrary, no payment, reimbursement or in-kind benefit (including, for the avoidance of doubt, temporary housing pursuant to Section 6(c)(iii)) shall be made or provided pursuant to this Section 6(c) to the extent that the value of such payment, reimbursement or in-kind benefit, when added to the value of all payments, reimbursements and in-kind benefits previously made or provided pursuant to this Section 6(c) (in condition each case as determined by the Company in an amount not to exceed twenty its sole discretion), exceeds three hundred thirty thousand dollars ($20,000.00330,000). Notwithstanding any provision herein to the contrary, the Executive shall not earn any payments or reimbursements under this Section 6(c) if the Executive is not employed by the Company on December 31, 2018 due to termination by the Company for Cause or resignation by the Executive without Good Reason prior to such date, in which case no further advances shall be made to the Executive under this Section 6(c), and the Executive shall immediately repay to the Company all advances previously paid to the Executive under this Section 6(c).

Relocation Expenses. (a) Within ninety (90) days following the Effective Date, Executive shall relocate his principal residence from the Portland, Oregon area to the Harrisburg, Pennsylvania area. The Company shall promptly reimburse the Executive for all relocation his reasonable expenses as described below. The Company will only pay for reasonable broker fees incurred in connection with the sale of the Executive’s existing residence, reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale (other than transfer taxes), the packing and moving of all his household goods and shipment of three automobiles based upon a competitive bid obtained through cars from Portland to Harrisburg, in accordance with the Company’s human resources department's moving expense policies 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) the original purchase price of the residence), such amount to be "grossed up" to offset in full any net increase in executive's federal, state and fees local income, employment and expensesother taxes resulting therefrom (and from such gross-up); provided, but that the aggregate amount payable pursuant to this Section 4.6(b), including any such gross-up, shall not broker fees or mortgage financing fees 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 excess the Harrisburg area until the date of two points, in connection with relocation. (d) The Company shall reimburse Executive for reasonable and customary closing costs incurred on the purchase of a residenceprincipal 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 such trips. (f) In all other respects, Executive shall be entitled to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate (the “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”), the Executive may make no more than fifteen round trips by air at benefits under the Company’s expense 's Executive Level relocation policy as from time to commute to his last residence or such other place as Executive shall determine. The Executive will also be reimbursed for reasonable expenses 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 time in connection with 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)effect.

Relocation Expenses. (a) The Company shall promptly reimburse the Executive for all his reasonable expenses incurred in moving his household goods and cars from the Los Angeles, California area to the Harrisburg, Pennsylvania area, in accordance with the Company's moving expense policies 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) the sale 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 expenses as described belowdate or August 31, 2000. The Company will only 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 for reasonable broker fees Executive an additional "gross-up" amount to offset in connection with the sale full any net increase in Executive's federal, state and local income, employment and other taxes resulting from any of the Executive’s existing residence, reasonable out-of-pocket fees and expenses but not taxes amounts and/or benefits payable in connection with such sale (other than transfer taxespursuant to Section 4.6(a), the packing (c) 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 (d) being taxable to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate (the “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”), 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 expenses 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00).

Relocation Expenses. (i) The Company has reimbursed or shall promptly reimburse the Executive for all reasonable and customary relocation expenses actually incurred by the Executive during the Employment Period as described below. The a direct result of his relocation to a location within reasonable commuting distance of the Company’s retail division executive offices in Rockaway, NJ or the Company’s offices in Elmsford, NY (“Relocation Expenses”), subject to Company will only pay policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-hunting visits for reasonable broker fees the Executive as reasonably necessary; the cost of packing and moving the Executive’s household goods and the moving of automobiles to the Executive’s home in connection with or around Rockaway, NJ or Elmsford, NY; the sale cost of temporary housing for the Executive and his immediate family in or around Rockaway, NJ or Elmsford, NY (not to exceed 18 months in duration); the cost of temporary storage of the Executive’s existing residence, reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale (other than transfer taxes), the packing and moving of all household goods and shipment for a reasonable period 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 time; real estate commissions on the purchase of a residence. The Executive shall be entitled new home in or around Rockaway, NJ or Elmsford, NY; reasonable closing costs on a new home that is a reasonable commuting distance from Rockaway, NJ or Elmsford, NY; and airfare to the preceding relocation expenses as long as they are incurred within eighteen (18) months Rockaway, NJ or Elmsford, NY area for all members of such determination to relocate (the “Commencement Date”). Between the Commencement Date and the earlier of (1) the date the Executive’s family relocates 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 sale of a home. In the event that any of the reimbursements for Relocation Expenses are taxable to the Executive, the Company shall promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company has paid or shall pay the Executive any amounts due to him in respect of Relocation Expenses within thirty (230) six months days after submission of written documentation substantiating such amounts. (ii) In the Commencement Date event that the Executive terminates his employment with the Company other than for Good Reason (as defined below), or if the “Transition Period”Executive’s employment is terminated by the Company for Cause (as defined below), the Executive may make no 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 fifteen round trips by air at one year from the Company’s expense to commute to his last residence or such other place as Executive Prior Agreement Effective Date but within two years following the Prior Agreement Effective Date, which repayment shall determine. The Executive will also be reimbursed for reasonable expenses 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 made within thirty (30) days 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)date of termination.

Relocation Expenses. The (i) As of the Resignation Date, Executive is relieved of any obligation he may have under the terms of his Employment Agreement or otherwise, to reimburse Company shall promptly reimburse the Executive for all any relocation or related expenses as described below. The previously reimbursed by Company will only pay for reasonable broker fees in connection with the sale of the Executive’s existing residencemove from San Francisco to Paradise Valley, reasonable out-of-pocket fees and expenses Arizona in October of 2006, including but not taxes payable limited to any tax Gross-up Payments. (ii) In the event 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 (including 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 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 determination to relocate move (the “Commencement DateMoving Costs”). Between the Commencement Date and the earlier of ): (1) the date the The costs of packing, insuring, moving, storage (for up to three months) and unpacking Executive’s family relocates or household goods; and (2) six months 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 is 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, 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 payment and amount due; provided however that in no event will such payment be made after the Commencement Date (the “Transition Period”), 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 expenses 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 close of the two trips calendar year in which Executive remits payment of the taxes that give rise to the new location for the Executive’s spouse, the Gross-up Payment. (iii) Executive acknowledges and agrees that Company will reimburse the Executive have no obligation to pay any Moving Costs or any Gross-up Payment pursuant to this Section if a third party has offered to or is responsible for first-class travel arrangements for the Executive’s spouse only. The Executive will be entitled to receive payment of such Moving Costs either as a result of an additional payment to cover any federal, state, and local income taxes that he incurs in connection with 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)offer of employment or otherwise.

Relocation Expenses. The Company Employer shall promptly reimburse the Executive for all relocation expenses as described below. The Company will only pay for reasonable broker fees in connection with the sale of the Executive’s existing residence, reasonable out-of-pocket fees and 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 determination to relocate (the “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”), 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 expenses 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 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 his relocation from the San Francisco, California area to the Reston, Virginia area in accordance with Employer’s relocation policy as it applies generally to the Company’s executive officers (as amended or modified from time to time, the “Relocation Policy”), subject to the additional terms and conditions of this paragraph 6(b). Employer agrees and acknowledges that Executive desires to delay his relocation temporarily, and Executive agrees and acknowledges that (i) he must make use of any relocation benefits to which he may be entitled pursuant to the Relocation Policy or this Employment Agreement by July 31, 2003, and (ii) he will forfeit all rights with respect to any such relocations benefits, including any right of expense reimbursement, if he fails to make use of such relocation benefits by July 31, 2003; provided, however, that Employer shall reimburse relocation expenses, so long as Executive incurs a relocation related expense for which he is entitled to reimbursement pursuant to the Relocation Policy or the terms of this Employment Agreement prior to July 31, 2003 and applies for expense reimbursement promptly thereafter, in order accordance with Employer’s policies and procedures with respect to put expense reimbursement. Until the earlier of August 31, 2003 or the date that Executive has relocated to Reston, Virginia, Employer will reimburse Executive for the cost of leasing a temporary studio-type apartment in the Reston, Virginia area and travel to and from Executive’s new residence into movein the San Francisco area; provided, however, that (i) such reimbursement for the apartment shall not exceed $2,500 per month, and (ii) one-in condition in an half of the aggregate amount not of such lease expense reimbursed by Employer shall be deducted from the amount of expense reimbursement to exceed twenty thousand dollars which Executive would otherwise be entitled to under the Relocation Policy. If, within one ($20,000.001) year of the date that Executive commences his relocation, Executive voluntarily terminates his employment, other than with respect to a Constructive Termination (as defined below), or Employer terminates Executive’s employment for Cause, Executive agrees to reimburse Employer the full cost of all relocation expenses for which Executive was reimbursed by Employer. By executing this Employment Agreement, Executive consents to Employer deducting such relocation costs subject to reimbursement from Executive’s final payment of Base Salary or other compensation.

Relocation Expenses. The Company shall promptly reimburse will provide Executive with up to $200,000 to be used during the 2021 calendar year in connection with Executive’s relocation of Executive’s principal residence to the Florham Park, New Jersey area (the “Relocation Amount”). 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 (v) offsetting Executive’s closing costs for all relocation expenses as described belowbuying 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 only pay withhold from any Relocation Amount any applicable income and employment tax withholdings, as determined in its reasonable judgment, and Executive will be responsible for reasonable broker fees in connection with paying any taxes on these reimbursements to the sale of the extent that they are taxable income under applicable tax law. If Executive’s existing residence, reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale service to the Company terminates for any reason (other than transfer taxes)a termination by the Company without Cause, the packing and moving a resignation by Executive for Good Reason, or a termination by virtue of all household goods and shipment of three automobiles based upon a competitive bid obtained through the CompanyExecutive’s human resources department, and fees and expenses, but not broker fees death or mortgage financing fees in excess of two points, in connection with the purchase of a residence. The Executive shall be entitled Disability) prior to the preceding relocation expenses as long as they are incurred within eighteen date that is twenty-four (1824) months following the Start Date, then Executive will forfeit all rights to be paid any portion of such determination the Relocation Amount not yet paid as of the date of termination and Executive must further repay to relocate 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 “Commencement DateRelocation Repayment Amount”). Between Executive agrees that the Commencement Date Company 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 further agrees to pay to the Company, within thirty (30) days of the termination date, any remaining unpaid balance of the Relocation Repayment Amount not covered by such deductions. For the avoidance of doubt, Executive will perform his duties primarily out of the Florham Park, New Jersey office, both prior to and the earlier subsequent to such relocation of (1) the date the Executive’s family relocates or (2) six months after the Commencement Date (the “Transition Period”), 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 expenses 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)household.

Relocation Expenses. The Company shall promptly reimburse the Executive for all the ------------------- following relocation expenses as described below. The Company will only pay for reasonable broker fees incurred in connection with his employment hereunder and shall pay Executive an additional amount in cash equal to his income tax liability attributable to the receipt of such relocation expenses ("Relocation Expenses"): (i) customary broker's commission, legal fees, and real estate transfer taxes related to the sale of the Executive’s existing residence, 's current home; (ii) a reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale number of house hunting trips to find a new home; (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 iii) closing costs associated with the purchase of a residencenew home; (iv) reasonable professional packing, delivery and unpacking expenses; (v) reasonable temporary housing costs; and (vi) reasonable miscellaneous expenses to cover the loss of window treatments and other similar furnishings that cannot be reused in the new home. The Relocation Expenses shall be reimbursed by the Company as incurred by the Executive; provided however, the Executive agrees to refund the Company for -------- ------- Relocation Expenses as follows: (i) in the event the Executive's employment with the Company is terminated at any time prior to the date which is 12 months from the Commencement Date, Executive shall be entitled to repay the preceding relocation expenses as long as they are incurred within eighteen Company 100% of the Relocation Expenses previously paid by the Company; and (18ii) in the event the Executive's employment with the Company is terminated at any time between 12 and 18 months of such determination to relocate (from the “Commencement Date”). , Executive shall repay the Company a percentage of the Relocation Expenses previously paid by the Company 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 the earlier of (1) the date the Executive’s family relocates or (2) six 15 months after from the Commencement Date 50 Between 15 and 18 months from the Commencement Date 33 1/3 (the “Transition Period”), 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 determinee) Temporary Living Arrangement. The Executive will also be reimbursed for reasonable expenses 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 provided with ---------------------------- reasonable temporary living arrangements in the Malvern, PA vicinity for a period of up to receive an additional payment to cover any federalsix months, state, and local income taxes that he incurs in connection with 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 commencing on the relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)Commencement Date.

Relocation Expenses. The Company shall promptly reimburse the Executive for all relocation moving expenses as described below. The Company will only pay for reasonable broker fees incurred by Executive in connection with the sale relocation of Executive's current principal residence to a location within 70 miles of the Company's operating headquarters in Montpelier, Ohio, including the expenses incurred by Executive in moving the personal property of Executive and his immediate family to Executive’s existing 's new principal residence, reasonable out-of-pocket fees in accordance with, and expenses but not taxes payable in connection with such sale (other than transfer taxes)subject to, the packing following terms and moving of restrictions: (i) the Company will reimburse Executive for all household goods reasonable 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 customary closing expenses incurred or mortgage financing fees in excess of two points, paid by Executive 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 new principal residence in connection with such relocation; (18) months of such determination to relocate (the “Commencement Date”). Between the Commencement Date and the earlier of (1ii) the date Company 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 family relocates or 's current principal residence in Seal Beach, California: (2iii) six months after the Commencement Date (the “Transition Period”), the Company will reimburse 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 expenses associated incurred by Executive and Executive's family in connection with commuting during the Transition Period, including two trips up 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 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 course of such trips; and (iv) the Company will pay Executive a one-time lump sum cash payment of up to $10,000, to be used at Executive’s spouse's discretion to cover incidental costs associated with relocating Executive's principle residence as provided herein, which amount will not be deducted 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 result of providing the reimbursement provided for under this Section 5(g), Executive shall incur any federal income tax liability that otherwise would not have been incurred, then, in addition to the amounts otherwise payable to Executive under this Section 5(g), the Company will reimburse the shall pay to 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 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 relocation in order to put the Executive’s new residence into move-in condition cash in an amount not necessary to exceed twenty thousand dollars discharge any additional federal income tax liability incurred by Executive as a result of the receipt of the benefits provided for under this Section 5(g) ($20,000.00including the tax gross-up provided by this sentence).

Relocation Expenses. The Company shall promptly reimburse the Executive for all Subject to Employee’s relocation expenses as described below. The Company will only pay for reasonable broker fees from Employee’s current residence in connection with the sale of the ExecutiveHouston, and Employee’s existing residence, reasonable out-of-pocket fees and 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 continued employment 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 determination to relocate (the “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”), 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 expenses associated with commuting during the Transition Period, including two trips to any such new location for his spouse for purposes time 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 Employee for the Executiveordinary and necessary expenses incurred by Employee as a result of his relocation, including the reasonable costs associated with (i) packing, unpacking and moving Employee’s spouse onlypersonal and household goods to the Philadelphia or Boston metropolitan area (as applicable); (ii) Houston, Texas area home closing costs (including customary real estate closing costs for the sale of 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 Expenses”). The Executive In addition, if any Relocation Expenses paid to Employee is determined to be taxable as ordinary income to Employee, the Company will be entitled to receive make an additional cash payment to cover any federalEmployee (the “Relocation Gross-Up Payment”), state, and local income taxes that he incurs in connection with 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 relocation in order to put the Executive’s new residence into move-in condition 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 be made no later than December 31 of the year following the year in which the Executive remits any such taxes incurred as a result of such payment or 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 (d) the right to exceed twenty thousand dollars ($20,000.00)Relocation Expenses under this Agreement will not be subject to liquidation or exchange for another benefit.

Relocation Expenses. The Executive shall relocate from Cincinnati, Ohio to Dallas, Texas no later than June 2009. The Company shall promptly will reimburse the Executive for all the following relocation expenses as described below. The Company will only pay expenses: (i) the Executive’s temporary housing costs in Dallas for reasonable broker fees up to ten (10) months (not to exceed Two thousand and two hundred dollars ($2,200) per month), (ii) the cost of two (2) trips for the Executive and his family to search for a permanent residence in connection 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 existing residenceresidence in Cincinnati, reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale (other than transfer taxes)including attorney fees, 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 departmenttitle fees, escrow fees, and fees and other similar expenses, but not broker fees or mortgage financing fees in excess of two points(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, in connection and (vi) costs associated with the purchase of a residencetrip for the Executive and his family when moving to Dallas. The Executive shall be entitled submit all relocation expenses to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate (the “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”), the Executive may make no more than fifteen round trips by air at Company Controller on the Company’s expense to commute to his last residence or such other place as Executive shall determinereport forms, along with documentation and receipts for approval. The Executive will also be reimbursed for reasonable expenses 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 any reimbursement for all approved relocation expenses on a “tax gross-up” basis. All reimbursements shall be made as soon as reasonably practicable and in all events on or before the last day of the second full calendar month following the date on which the Executive presents such relocation expenses for reimbursement; provided, however, that are not tax deductible. The in no event shall a reimbursement be made later than on the last day of the calendar year following the calendar year in which the Executive will be entitled to reimbursement for miscellaneous household expenses incurred in connection with the relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)expenses.

Relocation Expenses. The Company shall promptly reimburse pay Executive an amount equal to $120,000 within five (5) business days of the Executive for all Effective Date to assist with relocation expenses as described below. The Company will only pay for reasonable broker fees in connection with the sale of the Executive’s existing residence, reasonable out-of-pocket fees and 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 determination to relocate (the “Commencement DateRelocation Expenses”). Between Executive agrees to relocate her family to the Commencement Date and DFW area on or before the earlier sixth (6) month anniversary of the Effective Date. If Executive (1i) voluntarily terminates active, continuous full-time employment without the Chief Executive Officer’s prior written consent or (ii) the date the Company terminates Executive’s family relocates employment with the Company for Cause (as defined below), in 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 (2) six months after the Commencement 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 by Executive within ten (10) days of the date Executive’s employment is terminated. If Executive’s employment is terminated for any other reason, Executive shall 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 deduction attributable to the repayment, including the benefit available under Section 1341 of the Internal Revenue Code of 1986, as amended (the “Transition PeriodCode”), 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 expenses 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00).

Relocation Expenses. The Company (a) Executive shall promptly reimburse be entitled to reimbursement of all reasonable and customary out-of-pocket expenses associated with relocating Executive’s family from California to the Executive for Cincinnati, Ohio area, including all relocation expenses as described below. The Company will only pay for reasonable broker fees in connection closing costs associated with the sale of the Executive’s existing residence, reasonable out-of-pocket fees and expenses but not taxes payable residence in connection with such sale California (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 expensesincluding, but not broker fees or mortgage financing fees in excess of two pointslimited to, in connection real estate commission, survey, title insurance, attorney’s fees); all closing costs associated with the purchase of a residenceresidence in the Cincinnati area (including, 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 spouse associated with house-hunting trips to Cincinnati; and reasonable temporary living expenses incurred during transition for up to seven months following the Effective Date, and, without limiting the foregoing, in accordance with the Company’s policies and procedures governing relocation of executives. The To the extent than any reimbursements under this Section 2.8(a) result in taxable income to Executive, then Executive shall be entitled to the preceding relocation expenses as long as they are incurred within eighteen fully grossed-up for applicable federal, state and local taxes upon such reimbursements. (18b) months of such determination to relocate The Company will provide home sale assistance for Executive’s real property in Dana Point, California (the “Commencement DateResidence”). Between From the Commencement Effective Date and the earlier of (1) the date the Executive’s family relocates or (2) six months after the Commencement Date (the “Transition Period”)through December 31, 2011, the Executive may make no 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 fifteen round trips five (5%) percent difference between the values determined by air at the Company’s expense to commute to his last residence or such other place as Executive shall determineprior two appraisers. The Executive Company will also be reimbursed pay for reasonable expenses 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 locationall MAI appraisals. In respect of the two trips addition, if Executive is able to the new location for the Executive’s spousesell his Residence on or before December 31, 2011, the Company will reimburse pay Executive a special bonus equal to five (5%) percent of 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)sales price.

Relocation Expenses. The Company shall promptly reimburse or pay on behalf of the Executive for the expenses listed below that are actually incurred by the Executive from the Start Date until the earlier of June 30, 2011 or the Executive’s actual relocation to Ohio, promptly upon presentation by the Executive to the Company of written invoices, expense statements or such other written supporting information as the Company may require, all relocation expenses as described below. The Company will only pay for reasonable broker fees in connection accordance with the sale Company’s Relocation Policy (the “Relocation Policy”): (a) the cost of a temporary residence for the Executive in 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 existing residencenew home in Ohio; and (d) all relocation and moving expenses of the Executive and the Executive’s family, reasonable out-of-pocket fees and expenses but not taxes payable including the commission on the sale or rental of the Executive’s home in connection with such sale (other than transfer taxes)New York. In addition, 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 determination to relocate an additional amount (the “Commencement DateGross-up Payment”). Between ) such that, after reduction for all federal, state and local income taxes, if any, payable by the Commencement Date Executive in respect of the reimbursement by the Company of an expense described in this Section 5 (each, a “Covered Expense”) and the earlier of (1) the date the Executive’s family relocates or (2) six months after the Commencement Date (the “Transition Period”)Gross-up Payment, the Executive may make no more than fifteen round trips by air at the Company’s expense shall retain an after-tax amount equal to commute to his last residence or such other place as Executive shall determineCovered Expense. The Executive will also be reimbursed for reasonable expenses associated with commuting during the Transition Period, including two trips to any such new location for his spouse for 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 spousethis Section 5, 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, state and local income taxes that he incurs payable by the Executive in connection with any respect of a reimbursement for relocation expenses that are not by the Company to the Executive of a Covered Expense or Gross-up Payment shall be determined utilizing the actual tax deductible. The rates applicable to the Executive will be entitled to reimbursement for miscellaneous household expenses incurred in connection with the relocation in order to put state and locality of the Executive’s new residence into moveresidence. Any Gross-up Payment shall be made no later than the end of the calendar year next following the calendar year in condition which the Executive remits the related tax. No reimbursements or in-kind benefits provided under this Section 5 in an amount not respect of one taxable year shall affect the amounts payable in any other taxable year or shall be subject to exceed twenty thousand dollars ($20,000.00)liquidation 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) The Company shall promptly reimburse the Executive for all relocation expenses as described below. The Company will only pay for reasonable broker fees in connection with the sale of the Executive’s existing residence, reasonable out-of-pocket fees and 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 determination to relocate (the “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”), 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 expenses 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 firstreasonable 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 Elmsford, NY (the “Relocation Expenses”), subject to Company policies and to such reasonable substantiation and documentation as may be specified by the Company, including house-class travel arrangements hunting visits for the Executive as reasonably necessary; the cost of packing and moving the Executive’s spouse onlyhousehold goods and the moving of automobiles to the Executive’s home in or around Elmsford, NY; the cost of temporary housing for the Executive and 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, NY; reasonable closing costs on a new home that is a reasonable commuting distance from Elmsford, NY; and airfare to the New York City area for all members of the Executive’s immediate family. The Executive For the avoidance of doubt, such reimbursable Relocation Expenses will be entitled to receive an additional not include payment to cover of any federal, state, and local income taxes that he incurs losses in connection with any reimbursement capital transaction, such as the sale of a home. In the event that any of the reimbursements for relocation expenses that Relocation Expenses are not tax deductibletaxable to the Executive, the Company will promptly make additional “gross up” payments to the Executive sufficient to cover such additional taxes (including taxes on the gross-up). The Company will pay the Executive 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 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 entitled required to reimbursement for miscellaneous household expenses incurred repay (i) one hundred percent (100%) of the gross amount of reimbursed Relocation Expenses if such termination occurs within one year of the Effective Date and (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 connection with the relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars either case, within fifteen ($20,000.00)15) days of such termination.

Relocation Expenses. The (a) In the event of a Relocation, the Company shall promptly reimburse the Executive for all relocation the following expenses as described below. The Company will only pay for reasonable broker fees (collectively, the "Relocation Expenses"): (i) a brokerage commission at the standard rate prevailing in Bergen County, New Jersey in connection with the sale of the Executive’s existing 's current residence, reasonable out-of-pocket fees and expenses but not taxes payable (ii) all closing costs reasonably incurred by the Executive in connection with the sale of the Executive's current residence, (iii) travel and lodging expenses associated with three (3) trips to the business location where the Executive is to be relocated incurred by the Executive to look for a new personal residence, (iv) the expenses associated with the transportation of the Executive's personal belongings from the Executive's current residence to the Executive's new personal residence, (v) any closing costs reasonably incurred in connection with the purchase of the Executive's personal residence resulting from such sale (other than transfer taxes)Relocation; provided, however, that the packing and moving of all household goods and shipment of three automobiles based upon a competitive bid obtained through Company shall not pay any mortgage points paid by the Company’s human resources department, and fees and expenses, but not broker fees or mortgage financing fees in excess of two points, Executive 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 new personal residence resulting from such determination to relocate (the “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”), 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 expenses associated with commuting during the Transition Period, including two trips to any such new location for his spouse for purposes of relocation-related planningRelocation, and for temporary housing and rental car expenses at (vi) any such new location. In respect other identifiable miscellaneous Relocation costs not to exceed $10,000 upon the presentation of the two trips proper accounts therefor. (b) Prior to the new location for the Executive’s spousea Relocation, the Company will shall reimburse the Executive for first-class travel arrangements a three (3) month period for the Executive’s spouse only. The reasonable and necessary out-of-pocket costs incurred by 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 any reimbursement his living accommodations in the vicinity of his principal office. In the event that the Company determines that the Executive should rent an apartment, the Company shall provide the Executive with an apartment for relocation the Executive in the vicinity of his principal office and shall reimburse him for his reasonable rental expenses that are not tax deductiblefor a three (3) month period. The Company shall reimburse the Executive will be entitled to reimbursement for miscellaneous household all of the expenses incurred set forth in connection this Section 6.2 upon the presentation of proper receipts therefor in accordance with the relocation in order Company's policies. (c) Notwithstanding the foregoing, if the Executive terminates his employment with the Company on or before September 30, 1998, other than by reason of a termination by the Executive pursuant to put Section 10.5 of this Agreement, the Executive’s new residence into moveExecutive shall repay to the Company (i) the Relocation Expenses paid by the Company pursuant to Section 6.2(a) of this Agreement, and (ii) all out-in condition in an amount not of-pocket costs and rental expenses paid by the Company pursuant to exceed twenty thousand dollars ($20,000.00)Section 6.2(b) of this Agreement immediately upon such termination.

Relocation Expenses. The Company Employee is eligible to receive reimbursement of his reasonable and customary expenses incurred pertaining to his relocation to Los Angeles which shall promptly reimburse the Executive for all relocation expenses as described below. The Company will only pay for reasonable broker include transportation of household contents and vehicles, commissions and fees in connection associated with the sale of the Executive’s existing residencehis current home, reasonable out-of-pocket normal fees and 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 associated with the purchase of a residence. The Executive new home, up to 2 points on a new home loan (of which up to one point shall be entitled 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 preceding 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 deduction for all applicable taxes shall equal the amount of the non-qualified, taxable relocation expense. HR professionals commonly refer to this process as long as they are “grossing up” the reimbursement. It is the intention of this reimbursement provision that 1) Employer will reimburse Employee for all reasonable relocation expenses incurred within eighteen (18by Employee including the imposition of applicable taxes; and 2) months 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 such determination to relocate (the “Commencement Date”). Between the Commencement Date and the earlier of one (1) the date the Executive’s family relocates year from receipt of a relocation or (2) six months after the Commencement Date (the “Transition Period”), 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 expenses 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 reimbursement shall result in the two trips Employee refunding the amount paid 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars Employer within thirty ($20,000.00)30) days.

Relocation Expenses. The Company shall promptly reimburse will provide Employee with up to $25,000 to be used during the Executive 2019 calendar year in connection with Employee’s relocation of Employee’s principal residence to the Durham, North Carolina area (the “Relocation Amount”). 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 all relocation expenses as described belowstandard 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 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 only pay 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 reasonable broker fees in connection with paying any taxes on these reimbursements to the sale extent that they are taxable income under applicable tax law. For the avoidance of doubt, if any of the Executive’s existing residenceRelocation Amount reimbursed is subject to the provisions of Section 409A of the Code, reasonable out-of-pocket fees then (i) 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) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year and expenses but (iii) the right to reimbursements under this Agreement will not taxes payable in connection with such sale (be subject to liquidation or exchange for another benefit. If Employee resigns from the Company for any reason other than transfer taxes)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 packing and moving of all household goods and shipment of three automobiles based upon Company the full Relocation Amount which was previously provided to Employee, on a competitive bid obtained through the Company’s human resources departmentpre-tax basis, and fees and expenses, but Employee will forfeit all rights to be paid any additional Relocation Amount not broker fees or mortgage financing fees in excess yet paid as 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 determination to relocate (the “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”), 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 expenses 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 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 relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00)termination.