Common use of Separation Clause in Contracts

Separation. The Employment Period will continue until (i) Executive's death, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's employment with or without Cause. If (A) Executive's employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 or 10 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with Employer.

Separation. The Employment Period will continue until (i) Executive's death, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's employment with or without Cause. If (A) Executive's employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c7(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c7(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 8 or 9 or 10 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c7(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with Employer.

Separation. The Executive's employment by the Company during the ---------- Employment Period will continue until (i) Executive's death, Disability resignation at any time or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate until Executive's employment with disability or without Causedeath or until the Board terminates Executive's Employment at any time during the Employment Period. If (A) Executive's employment the Employment Period is terminated by the Executive without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on termination will be effective sixty (60) days after the date of termination delivery of written notice of termination. If the Employment Period and ending on is terminated by the first anniversary Board without Cause or by the Executive with Good Reason, then the termination will be effective thirty (30) days after the date of delivery of written notice of termination. If the Employment Period is terminated by the Board with Cause, termination will be effective as of the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date notice of termination. In additionIf the Employment Period is terminated by the Board with Cause or by the Executive without Good Reason, if Executive is entitled on then the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments his Annual Base Salary, bonuses and his fringe benefits only so long through the effective date of termination. If the Employment Period is terminated by the Board without Cause or by the Executive with Good Reason, then (i) all shares issued to the Executive as of the date hereof (i.e., 200,000 shares) shall vest immediately, and (ii) the Executive has not breached the provisions of SECTIONS 9 or 10 hereof. The release described in the foregoing sentence shall not require Executive be entitled to release any claims for any vested employee receive his Annual Base Salary and his life insurance, medical insurance and disability insurance benefits, workers compensation benefits covered by insurance if any, (but no bonuses or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(sother fringe benefits) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution for one year from the Company or its Subsidiaries or any other Person effective date of termination (such payments, the "Severance Payment") shall be payable over time in accordance with ----------------- normal payroll practices. If the Employment Period is terminated due to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity death, then the Annual Base Salary and within medical insurance will be continued through the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months next full calendar month following the termination of Executive's employment, the Company and its Subsidiaries for month in which the Executive has acted in died. If the capacity Employment Period is terminated due to Disability, then the Annual Base Salary, medical insurance and disability insurance will be continued until the last day of a senior managerthe six-month period following Disability; provided, however, that such Annual Base Salary shall sign and deliver to Executive a release be reduced by the amount of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior disability income payments made to the date of the release(s), Executive during such six-month period from any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company insurance or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification other policies provided by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with EmployerCompany.

Separation. The Executive’s employment by the Company during the Employment Period will continue until until: (i) Executive's death’s resignation at any time which includes resignation with Good Reason as hereinafter defined and resignation without Good Reason, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) until Executive’s disability or death, or (iii) until the Company, Employer and their respective Subsidiaries decide to terminate Board terminates Executive's employment with ’s Employment at any time during the Employment Period. If the Employment Period is terminated by Executive or by the Board without Cause. If (A) Executive's employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on termination will be effective thirty (30) days after the date of termination delivery of written notice of termination. If the Employment Period and ending on is terminated by the first anniversary Board with Cause, termination will be effective as of the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date written notice of termination to coverage under and the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments his Annual Base Salary, bonuses and his fringe benefits only so long through the effective date of termination, or as Executive has not breached required by law. If the provisions of SECTIONS 9 or 10 hereof. The release described in Employment Period is terminated by the foregoing sentence shall not require Executive to release any claims Board for any vested employee other reason or if Executive resigns with Good Reason, then (A) all options shall vest in accordance with their terms without reference to continuing employment, and (B) the Executive shall be entitled to receive his Annual Base Salary, accrued bonuses and his life insurance, medical insurance and disability insurance benefits, workers compensation benefits covered by insurance or self-insuranceif any, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months from the effective date of termination (such payments, the “Severance Payment”) which shall be payable over time in accordance with normal payroll practices. If the Employment Period is terminated due to death, then the Annual Base Salary and medical insurance will be continued for one (1) full calendar year following the termination of Executive's employment, the Company and its Subsidiaries for month in which the Executive has acted in the capacity of a senior manager, died and shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior be payable to the date Executive’s designated beneficiary or his estate if no individual(s) has been so designated. If the Employment Period is terminated due to Disability, then the Annual Base Salary, medical insurance and disability insurance will be continued until the last day of the release(s)one (1) year period following the onset of such Disability; provided, any claims relating to matters actively concealed by Executivehowever, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification that such Annual Base Salary shall be reduced by the Company amount of any disability income payments made to the Executive during such one (1) year period from any insurance or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in other policies paid for by the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with EmployerCompany.

Separation. The Executive’s employment by the Company during the Employment Period will continue until until: (i) Executive's death’s resignation at any time which includes resignation with Good Reason as hereinafter defined and resignation without Good Reason, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) until Executive’s disability or death, or (iii) until the Company, Employer and their respective Subsidiaries decide to terminate Board terminates Executive's employment with ’s Employment at any time during the Employment Period. If the Employment Period is terminated by Executive or by the Board without Cause. If (A) Executive's employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on termination will be effective thirty (30) days after the date of termination delivery of written notice of termination. If the Employment Period and ending on is terminated by the first anniversary Board with Cause, termination will be effective as of the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date notice of termination. In additionIf the Employment Period is terminated by the Board with Cause, if Executive is entitled on then the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments his Annual Base Salary, bonuses and his fringe benefits only so long as Executive has not breached through the provisions effective date of SECTIONS 9 or 10 hereoftermination. The release described in If the foregoing sentence shall not require Executive to release any claims Employment Period is terminated by the Board for any vested employee other reason or if Executive resigns with Good Reason, then (i) all options shall vest in accordance with their terms without reference to continuing employment, and (ii) the Executive shall be entitled to receive his Annual Base Salary, accrued bonuses and his life insurance, medical insurance and disability insurance benefits, workers compensation benefits covered by insurance or self-insuranceif any, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution for one year from the Company or its Subsidiaries or any other Person effective date of termination (such payments, the “Severance Payment”) which shall be payable over time in accordance with normal payroll practices. If the Employment Period is terminated due to which Executive is entitled as a matter of law in respect of any claim made against Executive death, then the Annual Base Salary and medical insurance will be continued for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months one full calendar year following the termination of Executive's employment, the Company and its Subsidiaries for month in which the Executive has acted in died. If the capacity Employment Period is terminated due to Disability, then the Annual Base Salary, medical insurance and disability insurance will be continued until the last day of a senior managerthe six-month period following Disability; provided, however, that such Annual Base Salary shall sign and deliver to Executive a release be reduced by the amount of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior disability income payments made to the date of the release(s), Executive during such six-month period from any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company insurance or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification other policies paid for by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with EmployerCompany.

Separation. The Executive's employment by the Company during the Employment Period will continue until (i) Executive's death, Disability resignation at any time or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate until Executive's employment with disability or without Causedeath or until the Board terminates Executive's Employment at any time during the Employment Period (the "SEPARATION"). If (A) Executive's employment the Employment Period is terminated by the Executive without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on termination will be effective sixty (60) days after the date of termination delivery of written notice of termination. If the Employment Period and ending on is terminated by the first anniversary Board without Cause or by the Executive with Good Reason, then the termination will be effective thirty (30) days after the date of delivery of written notice of termination. If the Employment Period is terminated by the Board with Cause, termination will be effective as of the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date notice of termination. In additionIf the Employment Period is terminated by the Board with Cause or by the Executive without Good Reason, if Executive is entitled on then the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive his Annual Base Salary, bonuses and all fringe benefits only through the effective date of termination. If the Employment Period is terminated by the Board without Cause or by the Executive with Good Reason, then the Executive shall be entitled to receive his Annual Base Salary and all fringe benefits for one year from the effective date of termination (such payments and fringe benefits only so long are referred hereinafter as Executive has not breached the provisions of SECTIONS 9 or 10 hereof"SEVERANCE PAYMENT") payable over time in accordance with normal payroll practices. The release described in If the foregoing sentence shall not require Executive Employment Period is terminated due to release any claims for any vested employee benefitsdeath, workers compensation benefits covered by then the Annual Base Salary and medical insurance or self-insurance, claims to indemnification to which Executive may will be entitled under continued through the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months next full calendar month following the termination of Executive's employment, the Company and its Subsidiaries for month in which the Executive has acted in died. If the capacity Employment Period is terminated due to Disability (as defined herein), then the Annual Base Salary, medical insurance and disability insurance will be continued until the last day of a senior managerthe six-month period following Disability; provided, however, that such Annual Base Salary shall sign and deliver to Executive a release be reduced by the amount of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior disability income payments made to the date of the release(s), Executive during such six-month period from any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company insurance or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification other policies provided by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with EmployerCompany.

Separation. The Employment Period will continue until (i) Executive's death’s resignation without Good Reason, Disability disability (as determined by the Board in its good faith judgment) or resignation from employment with the Company, Employer and their respective Subsidiaries death or (ii) the Company, Employer and their respective Subsidiaries decide decides to terminate Executive's ’s employment with Cause; (iii) Employer decides to terminate Executive’s employment without Cause or without Cause(iv) Executive terminates his employment for Good Reason. If (A) Executive's ’s employment is terminated by Employer without Cause pursuant to clause (iiiii) above or by Executive for Good Reason pursuant to clause (Biv) above, during the six-month period commencing on the date of termination (the “Initial Severance Period”), Employer shall pay to Executive resigns from employment with each month during the Initial Severance Period an aggregate amount equal to 1/12th of his Annual Base Salary in effect as of the end of the Employment Period, payable in equal installments on the Employer’s regular salary payment dates; provided that, if Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on from the date of termination this Agreement through and including December 31, 2004, the Initial Severance Period will be automatically extended as of such date for an additional six-month period. Employer may (in its sole discretion) elect to extend the Initial Severance Period for up to three additional six-month periods (each an “Additional Severance Period”) by providing Executive written notice of such extension no less than 60 days prior to the last day of the Employment Initial Severance Period or the then effective Additional Severance Period and ending on the first anniversary paying Executive during each month of the date any such Additional Severance Period an additional amount equal to 1/12th of termination (the "SEVERANCE PERIOD")his Annual Base Salary, Employer shall pay to Executive, payable in equal installments on the Employer's ’s regular salary payment dates, an aggregate . (The Initial Severance Period and all applicable Additional Severance Periods are collectively referred to herein as the “Severance Period”). The amounts payable pursuant to this Section 6(d) shall be reduced by the amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid of any compensation Executive earns or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive receives with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 or 10 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person employment during the period in which he is receiving severance. Upon request from time to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable lawtime, Executive shall not be entitled to furnish Employer with a true and complete certificate specifying any other salary, such compensation earned or benefits after termination of Executive's employment with received by him while receiving any severance payments from Employer.

Separation. The Employment Period will continue until (i) Executive's death’s resignation, Disability or resignation from employment with the Companydeath, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide Board decides to terminate Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated by Employer without Cause pursuant to clause (ii) above or (B) by Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then (i) during the one-year period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Severance Period”), Employer shall continue to pay to Executive, Executive his then applicable Annual Base Salary in equal installments on the Employer's ’s regular salary payment datesdates for such period (the “Severance Payments”), an aggregate (ii) Employer shall pay to Executive the amount equal to (I) his of any Annual Base Salary, plus (II) an amount equal Bonus earned with respect to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal calendar year ended prior to the date year of termination. In additionSeparation when due and, if subject to Section 6(b), a pro-rated Annual Bonus for the year of Separation, (iii) Employer shall reimburse Executive is entitled on the date of termination to coverage under the medical and prescription portions for any expenses incurred in furtherance of the Welfare PlansCompany’s business prior to Separation, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive which expenses are consistent with Employer’s policies in effect from time to time with respect to those costs paid by travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses and (iv) Employer shall pay Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Planfor all accrued but unused vacation. Notwithstanding the foregoing, (IA) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) Severance Payments unless Executive has executed and delivered to Employer a general release in the form and substance satisfactory to Employer attached hereto as Exhibit F and (IIB) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 Sections 7 or 10 hereof8 hereof and does not apply for unemployment compensation chargeable to the Company during the Severance Period unless Company fails to make the Severance Payments when due. The release described in If the foregoing sentence Employment Period is terminated by Employer with Cause, as a result of death or Disability or by Executive for resignation without Good Reason, (i) Executive shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may only be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to receive his Annual Base Salary through the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive termination and shall not be entitled to any other salary, compensation or employee or other benefits after termination from the Company or its Subsidiaries thereafter, except as otherwise expressly required by applicable law (such as COBRA), (ii) Employer shall pay to Executive the amount of Executive's employment any Annual Bonus earned with respect to the calendar year prior to the year of Separation when due, (iii) Employer shall reimburse Executive for any expenses incurred in furtherance of the Company’s business prior to Separation, which expenses are consistent with Employer’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses, (iv) Employer shall pay Executive for all accrued but unused vacation and (v) Executive shall be entitled to all accrued benefits under any employee benefit programs. In the event Executive is entitled to a pro-rated bonus, the pro-ration shall be based on the achievement of the pre-approved objectives based upon Executive’s and the Company’s performance relative to the previously approved objectives. If no goals have been established and approved by the Board as of the date of termination, but executive performance goals are ultimately approved by the Board that would apply to other executive employees for the period prior to termination, then such goals as ultimately approved by the Board shall apply for purposes of determining the pro-rated Annual Bonus hereunder. In any event, the extent to which Executive has achieved the agreed upon Annual Bonus objectives and the method of proration shall be determined by the Board in the exercise of its reasonable discretion.

Separation. The Executive's employment by the Company during the ---------- Employment Period will continue until (i) Executive's death, Disability resignation at any time or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate until Executive's employment with disability or without Causedeath or until the Board terminates Executive's Employment at any time during the Employment Period. If (A) Executive's employment the Employment Period is terminated by the Executive without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on termination will be effective sixty (60) days after the date of termination delivery of written notice of termination. If the Employment Period and ending on is terminated by the first anniversary Board without Cause or by the Executive with Good Reason, then the termination will be effective thirty (30) days after the date of delivery of written notice of termination. If the Employment Period is terminated by the Board with Cause, termination will be effective as of the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date notice of termination. In additionIf the Employment Period is terminated by the Board with Cause or by the Executive without Good Reason, if Executive is entitled on then the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments his Annual Base Salary, bonuses and his fringe benefits only so long as through the effective date of termination. If the Employment Period is terminated by the Board without Cause or by the Executive has not breached with Good Reason, then (i) all options shall vest in accordance with their terms without reference to continuing employment), and (ii) the provisions of SECTIONS 9 or 10 hereof. The release described in the foregoing sentence Executive shall not require Executive be entitled to release any claims for any vested employee receive his Annual Base Salary, and his life insurance, medical insurance and disability insurance benefits, workers compensation benefits covered by insurance or self-insuranceif any, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution for one year from the Company or its Subsidiaries or any other Person effective date of termination (such payments, the "Severance Payment") which ----------------- shall be payable over time in accordance with normal payroll practices. If the Employment Period is terminated due to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity death, then the Annual Base Salary and within medical insurance will be continued through the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months next full calendar month following the termination of Executive's employment, the Company and its Subsidiaries for month in which the Executive has acted in died. If the capacity Employment Period is terminated due to Disability, then the Annual Base Salary, medical insurance and disability insurance will be continued until the last day of a senior managerthe six-month period following Disability; provided, however, that such Annual Base Salary shall sign and deliver to Executive a release be reduced by the amount of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior disability income payments made to the date of the release(s), Executive during such six-month period from any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company insurance or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification other policies paid for by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with EmployerCompany.

Separation. The Employment Period will continue until (i) Executive's death’s resignation without Good Reason, Disability or resignation from employment with the Companydeath, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide Board decides to terminate Executive's ’s employment with Cause; provided that no termination for Cause shall be treated as such until the 15th day following the date on which the Company has provided notice to the Executive of the Board’s decision to terminate Executive for Cause (such notice to include reasons for the Board’s decision) and within such 15-day period Executive and/or a representative designated by Executive is provided a reasonable opportunity to address the Board, (iii) the Board decides to terminate Executive’s employment without Cause or without Cause(iv) the Executive terminates his employment for Good Reason. If (A) Executive's ’s employment is terminated without Cause pursuant to clause (iiiii) above or (B) by Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good ReasonReason pursuant to clause (iv) above, then during the six-month period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Initial Severance Period”), Employer shall pay to ExecutiveExecutive each month during the Initial Severance Period an aggregate amount equal to 1/12th of his Annual Base Salary in effect as of the end of the Employment Period, payable in equal installments on the Employer's ’s regular salary payment dates, . Employer may (in its sole discretion) elect to extend the Initial Severance Period for up to three additional six-month periods (each an aggregate “Additional Severance Period”) by providing Executive written notice of such extension no less than 60 days prior to the last day of the Initial Severance Period or the then effective Additional Severance Period and paying Executive during each month of any such Additional Severance Period an additional amount equal to (I) 1/12th of his Annual Base Salary, plus (II) an amount payable in equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled installments on the date Employer’s regular salary payment dates. (The Initial Severance Period and all applicable Additional Severance Periods are collectively referred to herein as the “Severance Period”). The amounts payable pursuant to this Section 7(c) shall be reduced by the amount of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for any cash compensation Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive earns or receives with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 or 10 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person employment during the period in which he is receiving severance. Upon request from time to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable lawtime, Executive shall not be entitled to furnish Employer with a true and complete certificate specifying any other salary, such compensation earned or benefits after termination of Executive's employment with received by him while receiving any severance payments from Employer.

Separation. The Executive’s employment by the Company during the Employment Period will continue until Executive’s resignation at any time or until Executive’s disability or death or until the Chief Executive Officer terminates Executive’s Employment at any time during the Employment Period (i) Executive's death, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's employment with or without Cause“Separation”). If (A) Executive's employment the Employment Period is terminated by the Executive without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on termination will be effective thirty (30) days after the date of termination delivery of written notice of termination. If the Employment Period and ending on is terminated by the first anniversary of Board or the Chief Executive Officer without Cause or by the Executive with Good Reason, then the termination will be effective fifteen (15) days after the date of delivery of written notice of termination. If the Employment Period is terminated by the Board or the Chief Executive Officer with Cause, termination will be effective fifteen (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I15) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to days after the date of delivery of written notice of termination. In additionIf the Employment Period is terminated by the Board or the Chief Executive Officer with Cause or by the Executive without Good Reason, if Executive is entitled on then the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive his Annual Base Salary and all fringe benefits pro-rated through the effective date of termination. If the Employment Period is terminated by the Board or the Chief Executive Officer without Cause or by the Executive with Good Reason, then the Executive shall be entitled to receive his Annual Base Salary, the Base Bonus (in effect at the time of termination) and all fringe benefits for one year from the effective date of termination (such payments and fringe benefits only so long are referred hereinafter as Executive has not breached the provisions of SECTIONS 9 or 10 hereof“Severance Payment”) payable over time in accordance with normal payroll practices. The release described in If the foregoing sentence shall not require Executive Employment Period is terminated due to release any claims for any vested employee benefitsdeath, workers compensation benefits covered by then the Annual Base Salary and medical insurance or self-insurance, claims to indemnification to which Executive may will be entitled under continued through the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months next full calendar month following the termination of Executive's employment, the Company and its Subsidiaries for month in which the Executive has acted in died. If the capacity Employment Period is terminated due to Disability (as defined herein), then the Annual Base Salary, medical insurance and disability insurance will be continued until the last day of a senior managerthe six-month period following the Disability; provided, however, that such Annual Base Salary shall sign and deliver be reduced by the amount of any disability income payments made to the Executive a release of claims that during such six-month period from any insurance or other policies provided by the Company or its Subsidiaries has against Executive; PROVIDED THATCompany. In the event Executive is owed amounts under this Section 1(d), such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification amounts may be withheld by the Company upon a breach or any threatened breach of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination terms and conditions of Executive's employment with EmployerSection 3 below.

Separation. The Employment Period will continue until (i) Executive's death, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's employment with or without Cause. If (A) Executive's employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus PLUS (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 or 10 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with Employer.

Separation. The Employment Period will continue until (i) Executive's death’s resignation, death or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Board terminates Executive's ’s employment with or without Cause. If Executive’s employment is terminated after consummation of the Base Acquisition by resignation of Executive with Good Reason pursuant to clause (Ai) above or by the Board without Cause pursuant to clause (ii) above, then in either event during the one-year period commencing on the date of termination (the “Severance Period”), Employer shall pay to Executive during the period beginning on the date of the Separation and ending on the first anniversary of the Separation an aggregate amount equal to 100% of his Annual Base Salary, payable in equal installments on Employer’s regular salary payment dates as in effect on the date of the Separation (the “Severance Payments”). Notwithstanding the foregoing, in the event Executive resigns due to a Relocation Good Reason or if Executive's ’s employment is terminated by the Board without Cause prior to the consummation of the Base Acquisition (each, an “Alternate Separation”), including by the delivery of notice to Executive by the Board that the Board intends to terminate Executive without Cause prior to the consummation of the Base Acquisition (such notice, an “Alternate Separation Notice”), such Severance Payments shall instead be an aggregate amount equal to 50% of his Annual Base Salary, payable in equal installments during a six month period commencing on the date of Executive’s resignation due to a Relocation Good Reason or the delivery of the Alternate Separation Notice (such period, an “Alternate Severance Period”), as applicable, and in each case in accordance with Employer’s regular salary payment dates as in effect on the date of such Alternate Separation. If Executive is eligible to and does elect continuation coverage under Employer’s health benefit plan pursuant to the provisions of Section 4980B of the Code, then Employer shall reimburse to Executive the premiums paid for such coverage by Executive during the portion of the Severance Period or Alternate Severance Period, as applicable, of which Executive is eligible for and elects such continuation coverage under Employer’s health benefit plan, provided that such reimbursements shall not be made in the event an excise tax under Section 4980D of the Code would be imposed on Employer as a result. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment is terminated without Cause pursuant to clause (ii) above or (B) above, the portion of the Executive resigns from employment Incentive Units which would have vested if Executive had remained employed with the Company, Employer or any Company through the immediately succeeding anniversary date of their respective Subsidiaries for Good Reason, then during the period commencing on Base Acquisition following the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"), Employer Separation shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal be deemed vested. Notwithstanding anything herein to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoingcontrary, (IA) Executive shall not be entitled to receive any payments or other benefits pursuant to this SECTION 8(cSection 5(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer (and such release is in full force and effect and has not been revoked), which release shall be delivered by Executive within fifteen (15) calendar days after his Separation and (IIB) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached any of the provisions of SECTIONS 9 such general release or 10 hereofSection 6 or Section 7. The release described amounts payable pursuant to this Section 5(c) shall be reduced by the amount of any compensation earned or received by Executive during the Severance Period or Alternate Severance Period, as applicable, in connection with the performance of any services by Executive; provided, that, for the purposes of the foregoing clause, any amount earned or received by Executive in the foregoing sentence form of directors’ fees or as compensation for consulting services provided by Executive shall not require Executive reduce the amounts payable pursuant to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(sthis Section 5(c), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except in each case only if (1) except as otherwise provided in this SECTION 8(cSection 9, such fees or compensation are not in any way related to Executive engaging in any Competitive Activities and do not come from an entity engaged in Competitive Activities and (2) Executive is not engaged in being a director or in the Employer's employee benefit plans providing consulting services on a full-time basis. Upon request from time to time, Executive shall furnish Employer with a true and complete certificate specifying any such compensation earned or as otherwise required received by applicable law, him while receiving any Severance Payments. Executive shall not be entitled to any other salaryfurther payments from the Company, compensation Employer or benefits after termination of their Affiliates, nor shall they have any further liability to Executive's employment with Employer, except as expressly set forth in this Section 5.

Separation. The Employment Period will continue until (i) Executive's death’s resignation without Good Reason, Disability disability (as determined by the Board in its good faith judgment) or resignation from employment with the Company, Employer and their respective Subsidiaries death or (ii) the Company, Employer and their respective Subsidiaries decide decides to terminate Executive's ’s employment with Cause; (iii) Employer decides to terminate Executive’s employment without Cause or without Cause(iv) Executive terminates his employment for Good Reason. If (A) Executive's ’s employment is terminated by Employer without Cause pursuant to clause (iiiii) above or (B) by Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good ReasonReason pursuant to clause (iv) above, then during the six-month period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Initial Severance Period”), Employer shall pay to ExecutiveExecutive each month during the Initial Severance Period an aggregate amount equal to 1/12th of his Annual Base Salary in effect as of the end of the Employment Period, payable in equal installments on the Employer's ’s regular salary payment dates, . Employer may (in its sole discretion) elect to extend the Initial Severance Period for up to three additional six-month periods (each an aggregate “Additional Severance Period”) by providing Executive written notice of such extension no less than 60 days prior to the last day of the Initial Severance Period or the then effective Additional Severance Period and paying Executive during each month of any such Additional Severance Period an additional amount equal to (I) 1/12th of his Annual Base Salary, plus (II) an amount payable in equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled installments on the date Employer’s regular salary payment dates. (The Initial Severance Period and all applicable Additional Severance Periods are collectively referred to herein as the “Severance Period”). The amounts payable pursuant to this Section 6(c) shall be reduced by the amount of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for any compensation Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive earns or receives with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 or 10 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person employment during the period in which he is receiving severance. Upon request from time to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable lawtime, Executive shall not be entitled to furnish Employer with a true and complete certificate specifying any other salary, such compensation earned or benefits after termination of Executive's employment with received by him while receiving any severance payments from Employer.

Separation. The Employment Period will continue until (i) Executive's ’s death, Disability disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's ’s employment with or without CauseCause (as defined below). If (A) Executive's ’s employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer and or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Severance Period”), Employer shall pay to Executive, in equal installments on the Employer's ’s regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonusAnnual Bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's ’s covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDEDprovided, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's ’s dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”); PROVIDED provided further, that Executive's ’s or Executive's ’s covered dependents' ’ rights to continued health care coverage pursuant to this SECTION 8(cSection 1(c) shall terminate at the time Executive or Executive's ’s covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(cSection 1(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 Section 2 or 10 Section 3 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's Employer’s or its Subsidiaries' ’ certificate(s) of incorporation, by-laws or under any of the Company's Employer’s or its Subsidiaries' ’ directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company Employer or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's ’s official capacity and within the scope of Executive's ’s duties as an officer, director or employee of the Company Employer or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's ’s employment, the Company Employer and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or Employer and its Subsidiaries has have against Executive; PROVIDED THATprovided that, such release shall not release any claims that the Company or Employer and/or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company Employer or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or Employer and/or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(cSection 1(c) or in the Employer's ’s employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's ’s employment with Employer.

Separation. The Employment Period will continue until (i) Executive's resignation, death, or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate terminates Executive's ’s employment with or without Cause. If Upon the termination of Executive’s employment for any reason, Executive (or, in the event of Executive’s death, Executive’s estate) shall be entitled to receive (A) any earned but unpaid Annual Base Salary through the date of such termination, subject to withholding and other appropriate deductions, (B) reimbursement for reasonable and documented expenses accrued during employment, subject to and in accordance with, Employer’s expense reimbursement policy, (C) any earned but unpaid annual bonus relating to any prior fiscal year, and (D) any vested benefits (including vacation, but excluding severance-type benefits) accrued through the date of such termination in accordance with applicable law or the governing agreement, plan or policy rules (clauses (A) through (D), collectively, the “Accrued Obligations”). If Executive's ’s employment is terminated by the Employer without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with above, then, in addition to the CompanyAccrued Obligations, Employer or any of their respective Subsidiaries for Good Reason, then during the 6-month period commencing on the date of termination (the “Severance Period”). Employer shall pay to Executive an aggregate amount equal to 50% of his or her Annual Base Salary, payable in equal installments on Employer’s regular salary payment dates as in effect on the date of the Employment Separation (the “Severance Payments”). In addition, Employer shall have the option, by delivering written notice to Executive at least 60 days prior to the end of the then-applicable Severance Period, to extend the Severance Period and ending on for up to one additional six-month period (i.e., through the first 12-month anniversary of the date of termination (Separation) during which period the "SEVERANCE PERIOD"), Employer shall continue to pay Executive’s Severance Payments to Executive, in equal installments on Executive at the Employer's regular salary payment dates, an aggregate amount equal to same annual rate (I) his Annual Base Salary, plus (II) an amount equal pro rated as applicable). Notwithstanding anything herein to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoingcontrary, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) portion of the Severance Payments unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer (a “Release”) in accordance with Section 1(e)(vii) (and such release is in full force and effect and has not been revoked), and (II) Executive shall be entitled to receive such payments and benefits the Severance Payments only so long as Executive has not breached any of the provisions of SECTIONS 9 such general release or 10 Section 2 or Section 3 hereof. The release described in the foregoing sentence shall not require Executive to release any claims Following a Separation for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable lawreason, Executive shall not be entitled to any other salaryfurther payments from Employer, compensation the Parent or benefits after termination their respective Affiliates in respect of Executive's his or her employment with Employerany of them, nor shall they have any further liability to Executive in respect thereof, except as expressly set forth in this Section 1.

Separation. The Employment Period will continue until (i) Executive's ’s death, Disability disability or resignation from employment with the Company, Employer and their respective its Subsidiaries or (ii) the Company, Employer and their respective its Subsidiaries decide to terminate Executive's ’s employment with or without CauseCause (as defined below). If (A) Executive's ’s employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective and its Subsidiaries for Good Reason, then during the period commencing then, subject to Executive’s execution and delivery of a Release, starting on the date of sixtieth (60th) day following Executive’s termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD")employment, Employer shall pay to Executive, in equal installments on ratably over twelve (12) months in accordance with the Employer's regular salary payment datesCompany’s normal payroll cycle and procedures, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, average Annual Bonus paid or payable to Executive by Employer for the last three completed fiscal year ended years prior to the date of termination. In the event that Executive shall have been employed less than three years, the average shall be calculated for the number of years actually employed. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's ’s covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDEDprovided, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's ’s dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”); PROVIDED provided further, that Executive's ’s or Executive's ’s covered dependents' ’ rights to continued health care coverage pursuant to this SECTION 8(cSection 1(c) shall terminate at the time Executive or Executive's ’s covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(cSection 1(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 Section 2 or 10 Section 3 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's Employer’s or its Subsidiaries' ’ certificate(s) of incorporation, by-laws laws, any indemnification agreement or under any of the Company's Employer’s or its Subsidiaries' ’ directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company Employer or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's ’s official capacity and within the scope of Executive's ’s duties as an officer, director or employee of the Company Employer or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's ’s employment, the Company Employer and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or Employer and its Subsidiaries has have against Executive; PROVIDED THATprovided that, such release shall not release any claims that the Company or Employer and/or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company Employer or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or Employer and/or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(cSection 1(c) or in the Employer's ’s employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's ’s employment with Employer.

Separation. The Employment Period will continue until (i) Executive's ’s death, Disability disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Severance Period”), Employer shall pay to Executive, in equal installments on the Employer's ’s regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonusAnnual Bonus, if any, paid Annual Bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's ’s covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDEDprovided, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's ’s dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”); PROVIDED provided further, that Executive's ’s or Executive's ’s covered dependents' ’ rights to continued health care coverage pursuant to this SECTION 8(cSection 1(c) shall terminate at the time Executive or Executive's ’s covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(cSection 1(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 Section 2 or 10 Section 3 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's Employer’s or its Subsidiaries' ’ certificate(s) of incorporation, by-laws or under any of the Company's Employer’s or its Subsidiaries' ’ directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company Employer or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's ’s official capacity and within the scope of Executive's ’s duties as an officer, director or employee of the Company Employer or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's ’s employment, the Company Employer and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or Employer and its Subsidiaries has have against Executive; PROVIDED THATprovided that, such release shall not release any claims that the Company or Employer and/or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company Employer or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or Employer and/or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(cSection 1(c) or in the Employer's ’s employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's ’s employment with Employer.

Separation. The Employment Period will continue until (i) Executive's death’s resignation, Disability or resignation from employment with the Companydeath, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide Board decides to terminate Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated by Employer without Cause pursuant to clause (ii) above or (B) by Executive resigns from employment with Good Reason after the Company, Employer or any first anniversary of their respective Subsidiaries for Good Reasonthe date hereof, then during the 18-month period commencing on the date of termination of subject to extension pursuant to the Employment Period and ending on the first anniversary of the date of termination following sentence (the "SEVERANCE PERIOD"“Severance Period”), Employer shall pay to ExecutiveExecutive an aggregate amount equal to 150% of his Annual Base Salary plus 75% of any Annual Bonus paid in respect of the fiscal year preceding the date of termination, payable in equal installments on the Employer's ’s regular salary payment datesdates (the “Wage Severance”), an aggregate amount equal and Executive shall continue to participate in employee benefit programs for senior executive employees (Iother than bonus and incentive compensation plans) his Annual Base Salary, plus (II) an amount equal to the annual bonusextent permitted under the terms of such programs and under applicable law (collectively, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination“Severance Payments”). In addition, if Employer shall have the option, by delivering written notice to the Executive is entitled on within 12 months after the date of termination Separation to coverage under extend the medical and prescription portions of the Welfare Plans, such coverage Severance Period for an additional six month or 12 month period during which time Solera Holdings shall continue for to make Severance Payments to Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, same annual rate (pro rated as amended ("COBRA"applicable); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (IA) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(cSection 1(c) unless Executive has executed and delivered to Employer a general release in form and substance reasonably satisfactory to Employer and which shall in no event contain restrictions on Executive’s future employment broader than those contained in this Agreement and (IIB) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 Sections 2 or 10 3 hereof. The release described in Other than the foregoing sentence shall not require Executive to release any claims for any vested employee benefitspayments, workers compensation benefits covered by insurance or self-insuranceif any, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver payable to Executive following a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior Separation pursuant to the date of the release(sthis Section 1(c), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to receive any other salary, compensation from Employer or benefits after termination of Executive's employment with EmployerSolera Holdings following a Separation.

Separation. The Employment Period will continue until (i) Executive's resignation, death, or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate terminates Executive's ’s employment with or without Cause. If Upon the termination of Executive’s employment for any reason, Executive (or, in the event of Executive’s death, Executive’s estate) shall be entitled to receive (A) any earned but unpaid Annual Base Salary through the date of such termination, subject to withholding and other appropriate deductions, (B) reimbursement for reasonable and documented expenses accrued during employment, subject to and in accordance with, Employer’s expense reimbursement policy and (C) any vested benefits (including vacation, but excluding severance-type benefits) accrued through the date of such termination in accordance with applicable law or the governing agreement, plan or policy rules (clauses (A) through (C), collectively, the “Accrued Obligations”). If Executive's ’s employment is terminated by the Employer without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with above, then, in addition to the CompanyAccrued Obligations, Employer or any of their respective Subsidiaries for Good Reason, then during the 6-month period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Severance Period”), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, Executive an aggregate amount equal to (I) 50% of his or her Annual Base Salary, plus (II) an amount payable in equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to installments on Employer’s regular salary payment dates as in effect on the date of terminationthe Separation (the “Severance Payments”). In addition, if Employer shall have the option, by delivering written notice to Executive is entitled on at least 60 days prior to the date of termination to coverage under the medical and prescription portions end of the Welfare Plansthen-applicable Severance Period, such coverage shall continue to extend the Severance Period for Executive and Executive's covered dependents for a up to one additional six-month period ending on (i.e., through the first 12-month anniversary of the date of termination Separation) during which period the Employer shall continue to pay Executive’s Severance Payments to Executive at the active employee cost payable by Executive with respect to those costs paid by Executive prior same annual rate (pro rated as applicable). Notwithstanding anything herein to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoingcontrary, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) portion of the Severance Payments unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer (a “Release”) in accordance with Section 1(d)(vii) (and such release is in full force and effect and has not been revoked), and (II) Executive shall be entitled to receive such payments and benefits the Severance Payments only so long as Executive has not breached any of the provisions of SECTIONS 9 such general release or 10 Section 2 or Section 3 hereof. The release described in the foregoing sentence shall not require Executive to release any claims Following a Separation for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable lawreason, Executive shall not be entitled to any other salaryfurther payments from Employer, compensation the Parent or benefits after termination their respective Affiliates in respect of Executive's his or her employment with Employerany of them, nor shall they have any further liability to Executive in respect thereof, except as expressly set forth in this Section 1.

Separation. The Executive’s employment by the Company during the Employment Period will continue until Executive’s resignation at any time or until Executive’s disability or death or until the Chief Executive Officer terminates Executive’s Employment at any time during the Employment Period (i) Executive's death, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's employment with or without Cause“Separation”). If (A) Executive's employment the Employment Period is terminated by the Executive without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on termination will be effective thirty (30) days after the date of termination delivery of written notice of termination. If the Employment Period and ending on is terminated by the first anniversary of Board or the Chief Executive Officer without Cause or by the Executive with Good Reason, then the termination will be effective fifteen (15) days after the date of delivery of written notice of termination. If the Employment Period is terminated by the Board or the Chief Executive Officer with Cause, termination will be effective fifteen (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I15) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to days after the date of delivery of written notice of termination. In additionIf the Employment Period is terminated by the Board or the Chief Executive Officer with Cause or by the Executive without Good Reason, if Executive is entitled on then the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive his Annual Base Salary and all fringe benefits pro-rated through the effective date of termination. If the Employment Period is terminated by the Board or the Chief Executive Officer without Cause or by the Executive with Good Reason, then the Executive shall be entitled to receive his Annual Base Salary, the Base Bonus (in effect at the time of execution) and all fringe benefits for one year from the effective date of termination (such payments and fringe benefits only so long are referred hereinafter as Executive has not breached the provisions of SECTIONS 9 or 10 hereof“Severance Payment”) payable over time in accordance with normal payroll practices. The release described in If the foregoing sentence shall not require Executive Employment Period is terminated due to release any claims for any vested employee benefitsdeath, workers compensation benefits covered by then the Annual Base Salary and medical insurance or self-insurance, claims to indemnification to which Executive may will be entitled under continued through the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months next full calendar month following the termination of Executive's employment, the Company and its Subsidiaries for month in which the Executive has acted in died. If the capacity Employment Period is terminated due to Disability (as defined herein), then the Annual Base Salary, medical insurance and disability insurance will be continued until the last day of a senior managerthe six-month period following the Disability; provided, however, that such Annual Base Salary shall sign and deliver be reduced by the amount of any disability income payments made to the Executive a release of claims that during such six-month period from any insurance or other policies provided by the Company or its Subsidiaries has against Executive; PROVIDED THATCompany. In the event Executive is owed amounts under this Section 1(d), such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification amounts may be withheld by the Company upon a breach or any threatened breach of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination terms and conditions of Executive's employment with EmployerSection 3 below.

Separation. The Employment Period will continue until the earliest of: (i) Executive's ’s death, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or Subsidiaries; (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's ’s employment with or without Cause; or (iii) March 31, 2007, or such other later date as the parties hereto may mutually agree pursuant to Section 7(d) below. If (A) Executive's ’s employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination March 31, 2007 (the "SEVERANCE PERIOD"“Severance Period”), Employer shall pay to Executive, in equal installments on the Employer's ’s regular salary payment dates, an aggregate amount equal to (I) his Annual pro-rata Base SalarySalary from the date of his Separation to March 31, 2007, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's ’s covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDEDprovided, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's ’s dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”); PROVIDED provided further, that Executive's ’s or Executive's ’s covered dependents' ’ rights to continued health care coverage pursuant to this SECTION 8(cSection 5(c) shall terminate at the time Executive or Executive's ’s covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(cSection 5(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 Sections 6 or 10 7 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's ’s or its Subsidiaries' ’ certificate(s) of incorporation, by-laws or under any of the Company's ’s or its Subsidiaries' ’ directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's ’s official capacity and within the scope of Executive's ’s duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's ’s employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THATprovided that, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(cSection 5(c) or in the Employer's ’s employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's ’s employment with Employer.

Separation. The Employment Period will continue until (i) Executive's death’s resignation with or without Good Reason, death or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Board terminates Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated by resignation of Executive with Good Reason pursuant to clause (i) of the immediately preceding sentence or by the Board without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with of the Company, Employer or any of their respective Subsidiaries for Good Reasonimmediately preceding sentence, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD")Severance Period, Employer shall pay to ExecutiveExecutive (x) his Annual Base Salary for such period, payable in equal installments on the Employer's ’s regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal dates as in effect on the date of the Separation and shall reimburse Executive’s COBRA premium to the extent Employer is permitted by law to offer such coverage and able to do so without incurring a fine or penalty; provided that if Employer elects to extend the Severance Period for the additional one year period, then the amount payable pursuant to this clause (x) during the second year of the Severance Period will be $1,250,000, with such amount to be paid within 60 days of Employer’s election to extend the Severance Period, which election must be made by Employer no later than 90 days prior to end of the first year, time being of the essence and (y) any annual bonusbonus payable with respect to the fiscal year during which such termination occurs, pro-rated based upon the portion of the fiscal year during which Executive was employed by Employer, payable on the date that Employer pays annual bonuses to its senior management team for such fiscal year (the “Severance Payments”). The amount of the bonus payable pursuant to clause (y) of the previous sentence, if any, paid or payable shall be calculated based upon the portion of the target bonuses received by the remaining senior management team. For example, if the remaining senior management team receives bonuses equal to Executive by Employer for 75% of the last fiscal year ended prior applicable target, then Executive’s bonus will be calculated based upon 75% of the applicable target bonus. Notwithstanding anything herein to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoingcontrary, (IA) Executive shall not be entitled to receive any payments or other benefits pursuant to this SECTION 8(cSection 1(c) unless Executive has executed and delivered to Employer a general release in form attached hereto as Exhibit B (“Release”) (and substance satisfactory to Employer such Release is in full force and effect and has not been revoked), which Release shall be delivered by Executive within seven calendar days after Executive’s Separation and (IIB) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached any of the provisions of SECTIONS 9 such Release, Section 2 or 10 hereofSection 3. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salaryfurther payments from Parent, compensation Employer or benefits after termination their Affiliates, nor shall they have any further liability to Executive, except as expressly set forth in this Section 1(c). Upon any Separation, Employer will notify the Company of Executive's employment with Employersuch Separation and the circumstances of such Separation.

Separation. The Employment Period will continue until (i) Executive's death’s resignation, death or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Board terminates Executive's ’s employment with or without Cause. If Upon the termination of Executive’s employment for any reason, Executive (or, in the event of Executive’s death, Executive’s estate) shall be entitled to receive (A) any earned but unpaid Annual Base Salary through the date of such termination, subject to withholding and other appropriate deductions, (B) reimbursement for expenses accrued during employment, subject to and in accordance with, Employer’s expense reimbursement policy, (C) any earned but unpaid annual bonus relating to any prior period, and (D) any vested benefits (including vacation) accrued through the date of such termination in accordance with applicable law or the governing agreement, plan or policy rules (clauses (A) through (D), collectively, the “Accrued Obligations”). If Executive's ’s employment is terminated by resignation of Executive with Good Reason pursuant to clause (i) above or by the Board without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with above, then, in addition to the CompanyAccrued Obligations, Employer or any of their respective Subsidiaries for Good Reason, then during the eighteen-month period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Severance Period”), (x) Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, Executive an aggregate amount equal to (I) 150% of his Annual Base Salary, plus payable in equal installments on Employer’s regular salary payment dates as in effect on the date of the Separation (IIthe “Severance Payments”), and (y) Employer shall pay the premiums for Executive’s continued coverage under Employer’s health benefit plan during the Severance Period; provided, that Employer shall not have any obligation to pay such premiums if as a consequence Employer would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time); provided that if at any time Employer determines that its subsidy of Executive’s premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or would subject Employer to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time), then in lieu of providing the subsidized premiums described above, Employer will instead pay to Executive a fully taxable monthly cash payment in an amount such that, after payment by Executive of all taxes on such payment, Executive retains an amount equal to the annual bonusapplicable premiums for such month, if any, paid or payable to Executive by Employer with such monthly payment being made on the last day of each month for the last fiscal year ended prior remainder of the Severance Period. For the avoidance of doubt, Executive’s health benefit coverage from Employer during the Severance Period shall run concurrent with the health continuation coverage period mandated by Section 4980B of the Code. Notwithstanding anything herein to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoingcontrary, (I1) Executive shall not be entitled to receive any payments or other benefits pursuant to this SECTION 8(cSection 1(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer (a “Release”) in accordance with Section 1(d)(vii) (and such release is in full force and effect and has not been revoked), and (II2) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached any of the provisions of SECTIONS 9 such general release or 10 Section 2 or Section 3 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salaryfurther payments from the Parent, compensation Employer or benefits after termination their Affiliates in respect of Executive's his employment with Employerany of them, nor shall they have any further liability to Executive in respect thereof, except as expressly set forth in this Section 1.

Separation. The Executive's employment by the Company during the ---------- Employment Period will continue until (i) Executive's death, Disability resignation at any time or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate until Executive's employment with disability or without Causedeath or until the Board terminates Executive's Employment at any time during the Employment Period. If (A) Executive's employment the Employment Period is terminated by the Executive without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on termination will be effective sixty (60) days after the date of termination delivery of written notice of termination. If the Employment Period and ending on is terminated by the first anniversary Board without Cause or by the Executive with Good Reason, then the termination will be effective thirty (30) days after the date of delivery of written notice of termination. If the Employment Period is terminated by the Board with Cause, termination will be effective as of the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date notice of termination. In additionIf the Employment Period is terminated by the Board with Cause or by the Executive without Good Reason, if Executive is entitled on then the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments his Annual Base Salary, bonuses and his fringe benefits only so long as through the effective date of termination. If the Employment Period is terminated by the Board without Cause or by the Executive has not breached with Good Reason, then (i) all options issued to the provisions of SECTIONS 9 or 10 hereof. The release described Executive pursuant to Section 1(c) shall continue to vest in the foregoing sentence ------------ ordinary course, and (ii) the Executive shall not require Executive be entitled to release any claims for any vested employee receive his Annual Base Salary and his life insurance, medical insurance and disability insurance benefits, workers compensation benefits covered by insurance if any, (but no bonuses or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(sother fringe benefits) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution for one year from the Company or its Subsidiaries or any other Person effective date of termination (such payments, the "Severance Payment") shall ----------------- be payable over time in accordance with normal payroll practices. If the Employment Period is terminated due to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity death, then the Annual Base Salary and within medical insurance will be continued through the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months next full calendar month following the termination of Executive's employment, the Company and its Subsidiaries for month in which the Executive has acted in died. If the capacity Employment Period is terminated due to Disability, then the Annual Base Salary, medical insurance and disability insurance will be continued until the last day of a senior managerthe six-month period following Disability; provided, however, that such Annual Base Salary shall sign and deliver to Executive a release be reduced by the amount of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior disability income payments made to the date of the release(s), Executive during such six-month period from any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company insurance or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification other policies provided by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with EmployerCompany.

Separation. The Employment Period will continue until (i) Executive's death’s resignation, death or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Board terminates Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated by resignation of Executive with Good Reason pursuant to clause (i) above or by the Board without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reasonabove, then during the three-month period commencing on the date of termination (the “Severance Period”), (x) Employer shall pay to Executive during the period beginning on the date of the Employment Period Separation and ending on the first anniversary of date that is three months after the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, Separation an aggregate amount equal to (I) his 25% of her Annual Base Salary, plus (II) an amount payable in equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled installments on Employer’s regular salary payment dates as in effect on the date of termination the Separation (the “Severance Payments”), and (y) if Executive is eligible to and does elect continuation coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued Employer’s health care coverage rights that Executive and Executive's dependents may have benefit plan pursuant to the Consolidated Omnibus Budget Reconciliation Act provisions of 1985Section 4980B of the Code, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights then Employer shall reimburse to continued Executive the premiums paid for such coverage by Executive during the portion of the Severance Period of which Executive is eligible for and elects such continuation coverage under Employer’s health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health benefit plan, and provided that such reimbursements shall also terminate as not be made in the event an excise tax under Section 4980D of the date Code would be imposed on Employer ceases to provide coverage to its senior executives generally under any such Welfare Planas a result. Notwithstanding anything herein to the foregoingcontrary, (IA) Executive shall not be entitled to receive any payments or other benefits pursuant to this SECTION 8(cSection 5(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer (and such release is in full force and effect and has not been revoked), which release shall be delivered by Executive within fifteen (15) calendar days after her Separation and (IIB) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached any of the provisions of SECTIONS 9 such general release or 10 hereofSection 6 or Section 7. The release described in amounts payable pursuant to this Section 5(c) shall be reduced by the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect amount of any claim made against compensation earned or received by Executive for an alleged act or omission during the Severance Period in Executive's official capacity and within connection with the scope performance of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed services by Executive. Upon request from time to time, Executive shall furnish Employer with a true and complete certificate specifying any claims to contribution from Executive to which the Company such compensation earned or its Subsidiaries are entitled as a matter of law or received by her while receiving any claims arising out of mistaken indemnification by the Company or any of its SubsidiariesSeverance Payments. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salaryfurther payments from the Company, compensation Employer or benefits after termination of their Affiliates, nor shall they have any further liability to Executive's employment with Employer, except as expressly set forth in this Section 5.

Separation. The Employment Period I have been employed by the Company as its Chief Executive Officer and served as a member of the Company’s Board of Directors (the “Board”). I hereby resign from the Board effective as of the date hereof, and I understand that my employment with the Company will continue until terminate upon the close of business on earlier of (i) Executive's deaththe date on which the Company’s annual report on Form 10-K is filed with respect to the fiscal year ended December 31, Disability or resignation from employment 2021 and (ii) April 29, 2022. I acknowledge that such date will be considered my “Termination Date” for purposes of all benefits and equity plan purposes and will be my last day of work with the Company, Employer and their respective Subsidiaries or that my primary duty and responsibility during the remaining term of my employment with the Company from and after the date hereof will be to oversee the accurate completion and filing of such annual report. The Company and I agree that my separation from the Company and the Board will be deemed a voluntary resignation. 2. Severance Pay; Consulting Agreement. a. I understand that, if I sign this Agreement, I will receive severance payments and benefits consisting of (i) continued payment of my current Base Salary for a period of six months from the Termination Date and (ii) the Company, Employer provided I timely and their respective Subsidiaries decide properly elect to terminate Executive's employment with or without Cause. If (A) Executive's employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to continue coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued Company’s group health care coverage rights that Executive and Executive's dependents may have plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 19851985 (“COBRA”), as amended the Company will reimburse me for any portion of the premium charged for such coverage that exceeds the amount paid for similar coverage by active employees for a period of twelve ("COBRA"); PROVIDED further, that Executive's 12) months following the Termination Date or Executive's covered dependents' rights until I am no longer entitled to continued health care COBRA continuation coverage pursuant to this SECTION 8(c) shall terminate at under the time Executive or Executive's covered dependents become covered, as described in COBRA, under another Company’s group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Planwhichever period is shorter. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 or 10 hereof. The release Payments described in the foregoing sentence shall not require Executive to release any claims this Paragraph 2.a will be reduced for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under applicable withholdings and payable in the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any ordinary course of the Company's ’s business as if I were still performing all of my job duties for the Company. Any amounts payable under this Paragraph 2a that would otherwise be paid on or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims prior to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as 60th day following the Termination Date shall be withheld and shall instead be paid in a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within lump sum on the scope of Executive's duties as an officer, director or employee first regular payroll date of the Company or its Subsidiaries. Not later than eighteen (18) months following such 60th day, with the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date remainder of the release(s), severance payable under clause (i) and any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which payment or reimbursement of premiums under clause (ii) paid on the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with EmployerCompany’s regular payroll schedule.

Separation. The Employment Period will continue until (i) Executive's death’s resignation, death or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Board terminates Executive's ’s employment with or without Cause. If Upon the termination of Executive’s employment for any reason, Executive (or, in the event of Executive’s death, Executive’s estate) shall be entitled to receive (A) any earned but unpaid Annual Base Salary through the date of such termination, subject to withholding and other appropriate deductions, (B) reimbursement for expenses accrued during employment, subject to and in accordance with, Employer’s expense reimbursement policy, (C) any earned but unpaid annual bonus relating to any prior period, and (D) any vested benefits (including vacation) accrued through the date of such termination in accordance with applicable law or the governing agreement, plan or policy rules (clauses (A) through (D), collectively, the “Accrued Obligations”). If Executive's ’s employment is terminated by resignation of Executive with Good Reason pursuant to clause (i) above or by the Board without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with above, then, in addition to the CompanyAccrued Obligations, Employer or any of their respective Subsidiaries for Good Reason, then during the 12-month period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Severance Period”), (x) Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, Executive an aggregate amount equal to (I) 100% of his Annual Base Salary, plus payable in equal installments on Employer’s regular salary payment dates as in effect on the date of the Separation (IIthe “Severance Payments”), and (y) Employer shall pay the premiums for Executive’s continued coverage under Employer’s health benefit plan during the Severance Period; provided, that Employer shall not have any obligation to pay such premiums if as a consequence Employer would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time); provided that if at any time Employer determines that its subsidy of Executive’s premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or would subject Employer to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time), then in lieu of providing the subsidized premiums described above, Employer will instead pay to Executive a fully taxable monthly cash payment in an amount such that, after payment by Executive of all taxes on such payment, Executive retains an amount equal to the annual bonusapplicable premiums for such month, if any, paid or payable to Executive by Employer with such monthly payment being made on the last day of each month for the last fiscal year ended prior remainder of the Severance Period. For the avoidance of doubt, Executive’s health benefit coverage from Employer during the Severance Period shall run concurrent with the health continuation coverage period mandated by Section 4980B of the Code. Notwithstanding anything herein to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoingcontrary, (I1) Executive shall not be entitled to receive any payments or other benefits pursuant to this SECTION 8(cSection 1(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer (a “Release”) in accordance with Section 1(d)(vii) (and such release is in full force and effect and has not been revoked), and (II2) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached any of the provisions of SECTIONS 9 such general release or 10 Section 2 or Section 3 hereof. The release described In the event a Separation occurs by reason of a resignation by Executive, if at the time of such resignation Employer had the right to terminate Executive’s employment with Cause, then Employer may elect to have the parties hereto treat such Separation for purposes of this Agreement, the limited partnership agreement (as then in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(seffect) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from Partnership and the Company or its Subsidiaries or any other Person to which Executive is entitled A&R Senior Management Agreement as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed ’s employment by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its SubsidiariesEmployer with Cause. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salaryfurther payments from the Parent, compensation Employer or benefits after termination their Affiliates in respect of Executive's his employment with Employerany of them, nor shall they have any further liability to Executive in respect thereof, except as expressly set forth in this Section 1.

Separation. I have been employed by the Company as its President and served as a member of the Company’s Board of Directors (the “Board”). I hereby resign from the Board and from all positions as an employee and officer of the Company and its affiliates, effective as of the date hereof. I acknowledge this date will be considered my “Termination Date” for purposes of all benefits and equity plan purposes and will be my last day of work with the Company. The Employment Period Company and I agree that my separation from the Company and the Board will continue until be deemed a voluntary resignation. 2. Severance Pay. I understand that, if I sign this Agreement, I will receive severance payments and benefits consisting of (i) Executive's death, Disability or resignation continued payment of my current Base Salary for a period of six months from employment with the Company, Employer Termination Date and their respective Subsidiaries or (ii) the Company, Employer provided I timely and their respective Subsidiaries decide properly elect to terminate Executive's employment with or without Cause. If (A) Executive's employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to continue coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued Company’s group health care coverage rights that Executive and Executive's dependents may have plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 19851985 (“COBRA”), as amended the Company will reimburse me for any portion of the premium charged for such coverage that exceeds the amount paid for similar coverage by active employees for a period of twelve ("COBRA"); PROVIDED further, that Executive's 12) months following the Termination Date or Executive's covered dependents' rights until I am no longer entitled to continued health care COBRA continuation coverage pursuant to this SECTION 8(c) shall terminate at under the time Executive or Executive's covered dependents become covered, as described in COBRA, under another Company’s group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Planwhichever period is shorter. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 or 10 hereof. The release Payments described in the foregoing sentence shall not require Executive to release any claims this Paragraph 2 will be reduced for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under applicable withholdings and payable in the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any ordinary course of the Company's ’s business as if I were still performing all of my job duties for the Company. Any amounts payable under this Paragraph 2 that would otherwise be paid on or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims prior to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as 60th day following the Termination Date shall be withheld and shall instead be paid in a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within lump sum on the scope of Executive's duties as an officer, director or employee first regular payroll date of the Company or its Subsidiaries. Not later than eighteen (18) months following such 60th day, with the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date remainder of the release(s), severance payable under clause (i) and any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which payment or reimbursement of premiums under clause (ii) paid on the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its SubsidiariesCompany’s regular payroll schedule. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with Employer3.

Separation. The Employment Period will continue until (i) Executive's ’s death, Disability disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Severance Period”), Employer shall pay to Executive, in equal installments on the Employer's ’s regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's ’s covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDEDprovided, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's ’s dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”); PROVIDED provided further, that Executive's ’s or Executive's ’s covered dependents' ’ rights to continued health care coverage pursuant to this SECTION 8(cSection 1(c) shall terminate at the time Executive or Executive's ’s covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(cSection 11(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 Section 2 or 10 Section 3 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's ’s or its Subsidiaries' ’ certificate(s) of incorporation, by-laws or under any of the Company's ’s or its Subsidiaries' ’ directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's ’s official capacity and within the scope of Executive's ’s duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's ’s employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THATprovidedthat, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(cSection 1(c) or in the Employer's ’s employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's ’s employment with Employer.

Separation. (i) The Employment Period will continue until (i) Executivethe earliest to occur of Employee's deathdisability, Disability death or resignation from employment with the Companywithout Good Reason, Employer and their respective Subsidiaries or (ii) Employer’s termination of the CompanyEmployment Period with Cause, Employer and their respective Subsidiaries decide to terminate Executive(iii) Employer's employment with or termination of the Employment Period without Cause, or (iv) Employee’s resignation for Good Reason (each, a “Separation”). If (A) Executive's employment the Employment Period is terminated without Cause pursuant to clause (iiiii) above or (Biv) Executive resigns of the preceding sentence, and provided such termination constitutes a “separation from employment with the Companyservice” (as defined under Treasury Regulation Section 1.409A-1(h), Employer or without regard to any of their respective Subsidiaries for Good Reasonalternative definition thereunder, a “Separation from Service”), then during the period commencing on the date of termination of the Employment Period and ending on the first four (4)-month anniversary of such date, Employer shall make severance payments to Employee equal to a pro rata portion of Employee's Base Salary in effect as of the date of termination (the "SEVERANCE PERIOD")Separation, Employer shall pay to Executive, payable in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonusdates and consistent with Employer's payroll practice . Further, if anyEmployee is eligible for and timely elects continuation of the Employee' s health insurance pursuant to COBRA, paid or payable to Executive by then Employer will, in the aggregate, reimburse Employee for the last fiscal year ended prior to cost of COBRA premiums paid by Employee for the date of termination. In additionmaintenance, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on of four (4) months after the first anniversary termination date (the " COBRA Payment Period," of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior healthcare insurance coverage that is substantially similar to the date of terminationinsurance received by Employee immediately before the termination date; PROVIDEDprovided, however, that this coverage such reimbursement obligation will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall immediately terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another if Employee becomes eligible for group health planinsurance during the COBRA Payment Period, and shall also terminate as Employee agrees to notify Employer promptly of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Planeligibility. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive if at any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to time Employer determines, in its sole discretion , that the payment of the COBRA premiums would result in a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached violation of the provisions nondiscrimination rules of SECTIONS 9 or 10 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(sSection 105(h)(2) of incorporationthe Internal Revenue Code of 1986 , by-laws as amended , or under any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, Employer will instead pay Employee on the last day of each remaining month of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable lawtax withholdings (such amount, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive “Special Severance Payment”), for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee remainder of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with EmployerCOBRA Payment Period.

Separation. (i) The Employment Period will continue until (i) Executivethe earliest to occur of Employee's deathdisability, Disability death or resignation from employment with the Companywithout Good Reason, Employer and their respective Subsidiaries or (ii) Employer's termination of the CompanyEmployment Period with Cause, Employer and their respective Subsidiaries decide to terminate Executive(iii) Employer's employment with or termination of the Employment Period without Cause, or (iv) Employee's resignation for Good Reason (each, a “Separation”). If (A) Executive's employment the Employment Period is terminated without Cause pursuant to clause (iiiii) above or (Biv) Executive resigns of the preceding sentence, and provided such termination constitutes a separation from employment with the Companyservice·' (as defined under Treasury Regulation Section 1.409A-1(h), Employer or without regard to any of their respective Subsidiaries for Good Reasonalternative definition thereunder, a “Separation from Service”) then during the period commencing on the date of termination of the Employment Period and ending on the first four (4)-month anniversary of such date, Employer shall make severance payments to Employee equal to a pro rata portion of Employee’s Base Salary in effect as of the date of termination (the "SEVERANCE PERIOD")Separation, Employer shall pay to Executive, payable in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonusdates and consistent with Employer's payroll practice. Further, if anyEmployee is eligible for and timely elects continuation of the Employee's health insurance pursuant to COBRA, paid or payable to Executive by then Employer will, in the aggregate, reimburse Employee for the last fiscal year ended prior to cost of COBRA premiums paid by Employee for the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents maintenance for a period ending on of four (4) months after the first anniversary termination date (the “COBRA Payment Period,” of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior healthcare insurance coverage that is substantially similar to the date of termination; PROVIDEDinsurance received by Employee immediately before the termination date: provided. however, that this coverage such reimbursement obligation will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall immediately terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another if Employee becomes eligible for group health planinsurance during the COBRA Payment Period, and shall also terminate as Employee agrees to notify Employer promptly of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Planeligibility. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive if at any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to time Employer determines. in its sole discretion, that the payment of the COBRA premiums would result in a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached violation of the provisions nondiscrimination rules of SECTIONS 9 or 10 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(sSection 105(h)(2) of incorporationthe Internal Revenue Code of 1986, by-laws as amended, or under any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums. Employer will instead pay Employee on the last day of each remaining month of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable lawtax withholdings (such amount, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive “Special Severance Payment”), for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee remainder of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with EmployerCOBRA Payment Period.

Separation. The Executive's employment by the Company during the Employment Period will continue until (i) Executive's deathresignation, Disability or death or until the Board terminates Executive's employment for any reason or without any reason (a "Separation"); provided, however, that in the event of Executive's resignation, Executive agrees to provide the Company no less than 90 days prior written notice of such resignation in order to allow for an orderly transition to Executive's replacement. If the Employment Period is terminated by the Company without Cause, subject to the provisions of this Agreement, Executive shall have no further rights or claims against the Company or its Affiliates except that he shall be entitled to receive his Annual Base Salary and his life insurance, medical insurance and disability insurance benefits (but no other fringe benefits) through the end of the Noncompete Period (as defined below in Section 3, including any extensions pursuant to Section 3(a)) (such payment is hereinafter referred to as the "Severance Payment") payable in accordance with the Company's normal payroll practices. If the Employment Period is terminated due to death, then the Annual Base Salary and medical insurance will be continued through the next full calendar month following the month in which the Executive died. If the Employment Period is terminated due to Disability, then the Annual Base Salary, medical insurance and disability insurance will be continued until the last day of the six-month period following Disability; provided, however, that such Annual Base Salary shall be reduced by the amount of any disability income payments made to the Executive during such six-month period from any insurance or other policies provided by the Company. Except as provided herein, upon termination of Executive's employment for any other reason (including termination for Cause), neither Executive nor his beneficiary or estate will have any further rights or claims against the Company or its Affiliates except for the unpaid portion of the Annual Base Salary through the date of termination and reimbursement of all business expenses incurred by Executive prior to such date. Notwithstanding the foregoing, Executive understands and agrees that Executive's employment with the Company was a key inducement to AppNet to acquire the Company from Executive and the other former shareholders of the Company and Executive agrees that if he resigns from employment with the CompanyCompany during the Employment Term, Employer and their respective Subsidiaries or then Executive shall be liable for liquidated damages to the Company in an amount equal to (iii) two (2) times the Company, Employer and their respective Subsidiaries decide to terminate Executive's employment with or without Cause. If (A) Executive's employment is terminated without Cause pursuant to clause (ii) above or (B) Annual Base Salary in the event that Executive resigns from employment with the Company, Employer Company on or any of their respective Subsidiaries for Good Reason, then during prior to the period commencing on the date of termination of the Employment Period and ending on the first second anniversary of the date of termination hereof; and (ii) the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to Salary in the annual bonus, if any, paid or payable to event that Executive by Employer for resigns from employment with the last fiscal year ended prior to Company after the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first second anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive hereof but prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as end of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 or 10 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with EmployerBase Period.

Separation. The Employment Period will continue until (i) Executive's ’s death, Disability disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Severance Period”), Employer shall pay to Executive, in equal installments on the Employer's ’s regular salary payment dates, an aggregate amount equal to (I) his her Annual Base Salary, plus (II) an amount equal to the annual bonusAnnual Bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. Notwithstanding the foregoing, during the first year of employment only, for the purposes of this Section 1(c) the Annual Bonus paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination shall be deemed to be the full Target Bonus. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's ’s covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDEDprovided, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's ’s dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”); PROVIDED provided further, that Executive's ’s or Executive's ’s covered dependents' ’ rights to continued health care coverage pursuant to this SECTION 8(cSection 1(c) shall terminate at the time Executive or Executive's ’s covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(cSection 1(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 Section 2 or 10 Section 3 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's ’s or its Subsidiaries' ’ certificate(s) of incorporation, by-laws or under any of the Company's ’s or its Subsidiaries' ’ directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's ’s official capacity and within the scope of Executive's ’s duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's ’s employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THATprovided that, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(cSection 1(c) or in the Employer's ’s employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's ’s employment with Employer.

Separation. The Employment Period will continue until (i) Executive's death’s resignation, death or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Board terminates Executive's ’s employment with or without Cause. If Executive’s employment is terminated after consummation of the Base Acquisition by resignation of Executive with Good Reason pursuant to clause (Ai) above or by the Board without Cause pursuant to clause (ii) above, then during the one-year period commencing on the date of termination (the “Severance Period”), (x) Employer shall pay to Executive during the period beginning on the date of the Separation and ending on the first anniversary of the Separation an aggregate amount equal to 100% of his Annual Base Salary, payable in equal installments on Employer’s regular salary payment dates as in effect on the date of the Separation (the “Severance Payments”), and (y) if Executive is eligible to and does elect continuation coverage under Employer’s health benefit plan pursuant to the provisions of Section 4980B of the Code, then Employer shall reimburse to Executive the premiums paid for such coverage by Executive during the portion of the Severance Period of which Executive is eligible for and elects such continuation coverage under Employer’s health benefit plan, provided that such reimbursements shall not be made in the event an excise tax under Section 4980D of the Code would be imposed on Employer as a result. Notwithstanding anything in this Agreement to the contrary, if Executive's ’s employment is terminated without Cause pursuant to clause (ii) above or (B) above, the portion of the Executive resigns from employment Incentive Units which would have vested if Executive had remained employed with the Company, Employer or any Company through the immediately succeeding anniversary date of their respective Subsidiaries for Good Reason, then during the period commencing on Base Acquisition following the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"), Employer Separation shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal be deemed vested. Notwithstanding anything herein to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoingcontrary, (IA) Executive shall not be entitled to receive any payments or other benefits pursuant to this SECTION 8(cSection 7(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer (and such release is in full force and effect and has not been revoked), which release shall be delivered by Executive within fifteen (15) calendar days after his Separation and (IIB) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached any of the provisions of SECTIONS 9 such general release or 10 hereofSection 8 or Section 9. The release described amounts payable pursuant to this Section 7(c) shall be reduced by the amount of any compensation earned or received by Executive during the Severance Period in connection with the performance of any services by Executive; provided, that, for the purposes of the foregoing clause, any amount earned or received by Executive in the foregoing sentence form of directors’ fees or as compensation for consulting services provided by Executive shall not require reduce the amounts payable pursuant to this Section 7(c), in each case only if (1) such fees or compensation are not in any way related to Executive to release engaging in any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(sCompetitive Activities and do not come from an entity engaged in Competitive Activities and (2) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as not engaged in being a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company providing consulting services on a full-time basis. Upon request from time to time, Executive shall furnish Employer with a true and complete certificate specifying any such compensation earned or its Subsidiariesreceived by him while receiving any Severance Payments. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salaryfurther payments from the Company, compensation Employer or benefits after termination of their Affiliates, nor shall they have any further liability to Executive's employment with Employer, except as expressly set forth in this Section 7.

Separation. The Employment Period will continue until (i) Executive's death’s resignation with or without Good Reason, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) Executive’s death or Disability, or (iii) the Company, Employer and their respective Subsidiaries decide to terminate terminates Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated by resignation of Executive with Good Reason pursuant to clause (i) of the immediately preceding sentence or by the Employer without Cause pursuant to clause (iiiii) above or (B) Executive resigns from employment with of the Company, Employer or any of their respective Subsidiaries for Good Reasonimmediately preceding sentence, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination Severance Period, (the "SEVERANCE PERIOD"), x) Employer shall pay to ExecutiveExecutive an amount equivalent to six months of his Annual Base Salary in effect as of the Separation Date, payable in equal installments during the Severance Period on the Employer's ’s regular salary payment datesdates and (y) if Executive’s employment is terminated by resignation of Executive with Good Reason pursuant to clause (c) of the definition of Good Reason hereunder then, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal notwithstanding anything in the applicable award agreements to the annual bonuscontrary, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical Sign-On Awards shall accelerate and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive become immediately vested with respect to those costs paid by Executive the lesser of (i) the number of then-unvested RSUs outstanding and (ii) 25,000 RSUs and with respect to the lesser of (i) the number of then-unvested Options outstanding and (ii) 15,000 Options subject to each Sign-On Award effective immediately prior to such resignation (the date of termination; PROVIDEDpayments and benefits described in this sentence, that this coverage will count towards collectively, the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant “Severance Payments”). Notwithstanding anything herein to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoingcontrary, (IA) Executive shall not be entitled to receive any payments or other benefits pursuant to this SECTION 8(cSection 1(c) unless Executive has executed and delivered to Employer a general release in form attached hereto as Exhibit A (“Release”) (and substance satisfactory such Release is in full force and effect and has not been revoked), which Release shall be executed following the termination of Executive’s employment, delivered by Executive, and become irrevocable pursuant to Employer its terms, in each case, prior to the Release Expiration Date (as defined below) and (IIB) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached any of the provisions of SECTIONS 9 such Release, Section 2 or 10 hereofSection 3. The release described in In the foregoing sentence shall not require event Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under breaches any of the Company's provisions of Section 2 or its Subsidiaries' directors or officers insurance policy(ies) or applicable lawSection 3, or equity claims Executive shall be required, upon the request of Employer, to contribution from the Company or its Subsidiaries or repay any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed Severance Payments previously received by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salaryfurther payments from Parent, compensation Employer or benefits after termination of their Affiliates, nor shall they have any further liability to Executive's employment with Employer, except as expressly set forth in this Section l(c).

Separation. The Employment Period will continue until (i) Executive's ’s death, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Severance Period”), Employer shall pay to Executive, in equal installments on the Employer's ’s regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer pursuant to the Annual Bonus Plan for the last fiscal year ended prior to the date of termination. Notwithstanding the foregoing, during the first year of employment only, for the purposes of this Section 1(c) the Annual Bonus paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination shall be deemed to be the full Target Bonus. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's ’s covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDEDprovided, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's ’s dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”); PROVIDED provided further, that Executive's ’s or Executive's ’s covered dependents' ’ rights to continued health care coverage pursuant to this SECTION 8(cSection 1(c) shall terminate at the time Executive or Executive's ’s covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(cSection 1(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 Section 2 or 10 Section 3 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's ’s or its Subsidiaries' ’ certificate(s) of incorporation, by-laws or under any of the Company's ’s or its Subsidiaries' ’ directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's ’s official capacity and within the scope of Executive's ’s duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's ’s employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THATprovided that, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(cSection 1(c) or in the Employer's ’s employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's ’s employment with Employer.

Separation. The Employment Period will continue until (i) Executive's death’s resignation with or without Good Reason, death or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Board terminates Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated by resignation of Executive with Good Reason pursuant to clause (i) of the immediately preceding sentence or by the Board without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with of the Company, Employer or any of their respective Subsidiaries for Good Reasonimmediately preceding sentence, then during the period commencing Restricted Period, (x) Employer shall pay to Executive her Annual Base Salary for such period, payable in equal installments on Employer’s regular salary payment dates as in effect on the date of termination of the Employment Period and ending on the first anniversary of the date of termination Separation (the "SEVERANCE PERIOD"“Severance Payments”), Employer shall pay to Executive, in equal installments on . In the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to event that Executive is terminated without Cause or resigns for Good Reason following the annual bonus, if any, paid or payable to Executive by Employer for the last end of any fiscal year ended but prior to the date payment of termination. In additionthe Target Bonus related to such fiscal year (if any), if Executive is entitled shall be eligible to receive such Target Bonus in the same amount and on the date of termination to coverage under same payment schedule as if the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior had not been so terminated. Notwithstanding anything herein to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoingcontrary, (IA) Executive shall not be entitled to receive any payments or other benefits pursuant to this SECTION 8(cSection 1(b) unless Executive has executed and delivered to Employer a general release in form attached hereto as Exhibit B (“Release”) (and substance satisfactory to Employer such Release is in full force and effect and has not been revoked), which Release shall be delivered by Executive within seven calendar days after Executive’s Separation and (IIB) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached any of the provisions of SECTIONS 9 such Release, Section 2 or 10 hereofSection 3. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any further payments from Parent, Employer or their Affiliates, nor shall they have any further liability to Executive, except as expressly set forth in this Section 1(b). Notwithstanding any other salaryprovisions of this Agreement, compensation if following the termination of Executive’s employment Executive is entitled to payments or other benefits under this Section 1(b), but within the first six months after termination of Executive's employment the Employment Period, the Company determines that Cause with Employer.respect to Executive exists or existed on, prior to or after such termination, then (i) Executive will not be entitled to any payments pursuant to this Section 1(b),

Separation. The Employment Period will continue until (i) Executive's death’s resignation, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries death or (ii) the Company, Employer and their respective Subsidiaries decide Board decides to terminate Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated by Employer without Cause pursuant to clause (ii) above or (B) by Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then (i) during the one-year period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Severance Period”), Employer shall continue to pay to Executive, Executive his then applicable Annual Base Salary in equal installments on the Employer's ’s regular salary payment datesdates for such period (the “Severance Payments”), an aggregate (ii) Employer shall pay to Executive the amount equal to (I) his of any Annual Base Salary, plus (II) an amount equal Bonus earned with respect to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal calendar year ended prior to the date year of termination. In additionSeparation when due and, if subject to Section 1(b), a pro-rated Annual Bonus for the year of Separation, (iii) Employer shall reimburse Executive is entitled on the date of termination to coverage under the medical and prescription portions for any expenses incurred in furtherance of the Welfare PlansCompany’s business prior to Separation, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive which expenses are consistent with Employer’s policies in effect from time to time with respect to those costs paid by travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses and (iv) Employer shall pay Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Planfor all accrued but unused vacation. Notwithstanding the foregoing, (IA) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) Severance Payments unless Executive has executed and delivered to Employer a general release in the form and substance satisfactory to Employer attached hereto as Exhibit A and (IIB) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 Sections 2 or 10 hereof3 hereof and does not apply for unemployment compensation chargeable to the Company during the Severance Period unless Company fails to make the Severance Payments when due. The release described in If the foregoing sentence Employment Period is terminated by Employer with Cause, as a result of death or Disability or by Executive for resignation without Good Reason, (i) Executive shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may only be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to receive his Annual Base Salary through the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive termination and shall not be entitled to any other salary, compensation or employee or other benefits after termination from the Company or its Subsidiaries thereafter, except as otherwise expressly required by applicable law (such as COBRA), (ii) Employer shall pay to Executive the amount of Executive's employment any Annual Bonus earned with respect to the calendar year prior to the year of Separation when due, (iii) Employer shall reimburse Executive for any expenses incurred in furtherance of the Company’s business prior to Separation, which expenses are consistent with Employer’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses, (iv) Employer shall pay Executive for all accrued but unused vacation and (v) Executive shall be entitled to all accrued benefits under any employee benefit programs. In the event Executive is entitled to a pro-rated bonus, the pro-ration shall be based on the achievement of the pre-approved objectives based upon Executive’s and the Company’s performance relative to the previously approved objectives. If no goals have been established and approved by the Board as of the date of termination, but executive performance goals are ultimately approved by the Board that would apply to other executive employees for the period prior to termination, then such goals as ultimately approved by the Board shall apply for purposes of determining the pro-rated Annual Bonus hereunder. In any event, the extent to which Executive has achieved the agreed upon Annual Bonus objectives and the method of pro-ration shall be determined by the Board in the exercise of its reasonable discretion.

Separation. The Employment Period will continue until (i) Executive's death’s resignation, Disability or resignation from employment with the Companydeath, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide Board decides to terminate Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated by Employer without Cause pursuant to clause (ii) above or (B) by Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then (i) during the two-year period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Severance Period”), Employer shall continue to pay to Executive, Executive his then applicable Annual Base Salary in equal installments on the Employer's ’s regular salary payment datesdates for such period (the “Wage Severance”), (ii) during the Severance Period, Executive shall continue to participate in, and be entitled to all accrued benefits under, employee benefit programs for senior executive employees (other than bonus and incentive compensation plans) of the Company and its Subsidiaries to the extent permitted under the terms of such programs and under applicable law; provided, that, if such plans or programs do not permit Executive to receive medical, dental, vision and the other benefits he and his dependants were otherwise entitled prior to Separation, in each case, substantially similar to those received by him and his dependants prior to Executive’s Separation, the Employer shall provide such medical, dental, vision and other benefits substantially similar to those received by Executive and his dependants prior to his Separation either by reimbursing Executive for the costs of COBRA, obtaining an aggregate amount equal individual policy for Executive or allowing him to continue under the plans of the Company and its Subsidiaries, (Iiii) his Annual Base Salary, plus (II) Employer shall pay to Executive an amount equal to two times the annual bonusaverage of Executive’s previous three (3) Annual Bonuses (or such shorter period if less than three full years have elapsed prior to a Separation), if anywhich amount shall be paid ratably over the Severance Period on the regular salary payment dates for such period (items (i), paid or payable (ii) and (iii) collectively referred to herein as, the “Severance Payments”), (iv) Employer shall pay to Executive by Employer for the last fiscal amount of any Annual Bonus earned with respect to the calendar year ended prior to the date year of terminationSeparation when due and, subject to Section 6(b). In additiona pro-rated Annual Bonus for the year of Separation, if (v) Employer shall reimburse Executive is entitled on the date of termination to coverage under the medical and prescription portions for any expenses incurred in furtherance of the Welfare PlansCompany’s business prior to Separation, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive which expenses are consistent with Employer’s policies in effect from time to time with respect to those costs paid by travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses and (vi) Employer shall pay Executive for all accrued but unused vacation. For purposes of computing the average of Executive’s previous three (3) Annual Bonuses for clause (iii) above, (w) if his Separation occurs prior to January 1, 2007, the date Annual Bonus shall be deemed to be the annualized pro rated portion of termination; PROVIDED, that this coverage will count towards his Annual Bonus (determined in good faith by the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to Board based upon the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate achievement as of the date Separation Date by the Company, Employer ceases and their Subsidiaries of financial and other objectives set by the Board in consultation with Executive in conjunction with the Company’s annual budgetary process) for 2006, (x) if a Separation occurs prior to provide coverage January 1, 2008 but on or after January 1, 2007, the Annual Bonus shall be deemed to its senior executives generally under any such Welfare Planbe the annualized Annual Bonus paid for 2006, (y) if a Separation occurs prior to January 1, 2009 but on or after January 1, 2008, the Annual Bonus shall be deemed to be the average of annualized Annual Bonus paid for 2006 and the Annual Bonus paid for 2007 and (z) if a Separation occurs prior to January 1, 2010 but on or after January 1, 2009, the Annual Bonus shall be deemed to be the average of annualized Annual Bonus paid for 2006, the Annual Bonus paid for 2007 and the Annual Bonus paid for 2008. Notwithstanding the foregoing, (IA) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) Severance Payments unless Executive has executed and delivered to Employer a general release in the form and substance satisfactory to Employer attached hereto as Exhibit E and (IIB) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 Sections 7 or 10 hereof8 hereof and does not apply for unemployment compensation chargeable to the Company during the Severance Period unless Company fails to make the Severance Payments when due. The release described in the foregoing sentence Executive shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under to the Company's or its Subsidiaries' certificate(spayments in clause (iii) of incorporationabove unless the EBITDA Threshold Date has occurred prior to Executive’s Separation. If the Employment Period is terminated by Employer with Cause, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter result of law in respect of any claim made against death or Disability or by Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officerresignation without Good Reason, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver only be entitled to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to receive his Annual Base Salary through the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive termination and shall not be entitled to any other salary, compensation or employee or other benefits after termination from the Company or its Subsidiaries thereafter, except (i) as otherwise expressly required by applicable law (such as COBRA), (ii) Employer shall pay to Executive the amount of Executive's employment any Annual Bonus earned with respect to the calendar year prior to the year of Separation when due, (iii) Employer shall reimburse Executive for any expenses incurred in furtherance of the Company’s business prior to Separation, which expenses are consistent with Employer’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses, (iv) Employer shall pay Executive for all accrued but unused vacation and (v) Executive shall be entitled to all accrued benefits under any employee benefit programs. In the event Executive is entitled to a pro-rated bonus, the pro-ration shall be based on the achievement of the pre-approved objectives based upon Executive’s and the Company’s performance relative to the previously approved objectives. If no goals have been established and approved by the Board as of the date of termination, but executive performance goals are ultimately approved by the Board that would apply to other executive employees for the period prior to termination, then such goals as ultimately approved by the Board shall apply for purposes of determining the pro-rated Annual Bonus hereunder. In any event, the extent to which Executive has achieved the agreed upon Annual Bonus objectives and the method of proration shall be determined by the Board in the exercise of its reasonable discretion.

Separation. The Employment Period will continue until (i) Executive's ’s death, Disability disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's ’s employment with or without CauseCause (as defined below). If (A) Executive's ’s employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"“Severance Period”), Employer shall pay to Executive, in equal installments on the Employer's ’s regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonusAnnual Bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's ’s covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDEDprovided, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's ’s dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”); PROVIDED provided further, that Executive's ’s or Executive's ’s covered dependents' ’ rights to continued health care coverage pursuant to this SECTION 8(cSection 1(c) shall terminate at the time Executive or Executive's ’s covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(cSection 1(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 Section 2 or 10 Section 3 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's Employer’s or its Subsidiaries' ’ certificate(s) of incorporation, by-laws or under any of the Company's Employer’s or its Subsidiaries' ’ directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company Employer or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's ’s official capacity and within the scope of Executive's ’s duties as an officer, director or employee of the Company Employer or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's ’s employment, the Company Employer and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or Employer and its Subsidiaries has have against Executive; PROVIDED THATprovided that, such release shall not release any claims that the Company or Employer and/or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company Employer or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or Employer and/or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(cSection 1(c) or in the Employer's ’s employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's ’s employment with Employer.

Separation. The Employment Period will continue until (i) Executive's death’s resignation, death or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Board terminates Executive's ’s employment with or without Cause. If (A) Executive's ’s employment is terminated by resignation of Executive with Good Reason pursuant to clause (i) above or by the Board without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reasonabove, then during the six-month period commencing on the date of termination (the “Severance Period”), (x) Employer shall pay to Executive during the period beginning on the date of the Employment Period Separation and ending on the first anniversary of date that is six months after the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, Separation an aggregate amount equal to (I) his 50% of Executive’s Annual Base Salary, plus (II) an amount payable in equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled installments on Employer’s regular salary payment dates as in effect on the date of termination the Separation (the “Severance Payments”), and (y) if Executive is eligible to and does elect continuation coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued Employer’s health care coverage rights that Executive and Executive's dependents may have benefit plan pursuant to the Consolidated Omnibus Budget Reconciliation Act provisions of 1985Section 4980B of the Code, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights then Employer shall reimburse to continued Executive the premiums paid for such coverage by Executive during the portion of the Severance Period of which Executive is eligible for and elects such continuation coverage under Employer’s health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health benefit plan, and provided that such reimbursements shall also terminate as not be made in the event an excise tax under Section 4980D of the date Code would be imposed on Employer ceases to provide coverage to its senior executives generally under any such Welfare Planas a result. Notwithstanding anything herein to the foregoingcontrary, (IA) Executive shall not be entitled to receive any payments or other benefits pursuant to this SECTION 8(cSection 5(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer (and such release is in full force and effect and has not been revoked), which release shall be delivered by Executive within fifteen (15) calendar days after Executive’s Separation and (IIB) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached any of the provisions of SECTIONS 9 such general release or 10 hereofSection 6 or Section 7. The release described in amounts payable pursuant to this Section 5(c) shall be reduced by the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect amount of any claim made against compensation earned or received by Executive for an alleged act or omission during the Severance Period in Executive's official capacity and within connection with the scope performance of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed services by Executive. Upon request from time to time, Executive shall furnish Employer with a true and complete certificate specifying any claims to contribution from Executive to which the Company such compensation earned or its Subsidiaries are entitled as a matter of law or received by him while receiving any claims arising out of mistaken indemnification by the Company or any of its SubsidiariesSeverance Payments. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salaryfurther payments from the Company, compensation Employer or benefits after termination of their Affiliates, nor shall they have any further liability to Executive's employment with Employer, except as expressly set forth in this Section 5.

Separation. The Employment Period will continue until (i) Executive's death’s resignation upon 30 days’ prior written notice to Employer, death or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate terminates Executive's ’s employment with or without Cause. If Upon the termination of Executive’s employment for any reason, Executive (or, in the event of Executive’s death, Executive’s estate) shall be entitled to receive (A) any earned but unpaid Annual Base Salary through the date of such termination, subject to withholding and other appropriate deductions, (B) reimbursement for reasonable and documented expenses accrued during employment, subject to and in accordance with, Employer’s expense reimbursement policy, (C) any earned but unpaid annual bonus relating to any prior fiscal year, and (D) any vested benefits (including vacation, but excluding severance-type benefits) accrued through the date of such termination in accordance with applicable law or the governing agreement, plan or policy rales (clauses (A) through (D), collectively, the “Accrued Obligations”). If Executive's ’s employment is terminated by the Employer without Cause pursuant to clause (ii) above or above, then, in addition to the Accrued Obligations, (B1) Employer will give Executive resigns from employment with three months prior notice of such termination, during which period Executive will assist as reasonably required by Employer to transition his duties and train any successor, and during which period, (x) Employer will continue to pay Executive’s Annual Base Salary and premiums for continued coverage under the Companyhealth benefit plans of Employer (which payment shall be made in installments on Employer’s regular payroll dates unless otherwise agreed between Executive and Employer), (y) no bonus eligibility will accrue for the entire calendar year in which Executive has been terminated and (z) Employer or any of their respective Subsidiaries for Good Reasonmay, then in its absolute discretion, place Executive on garden leave and require Executive not to come into the office; (2) during the nine-month period commencing on the date of termination termination, Employer shall continue to pay Executive at his or her rate of Annual Base Salary, payable in equal installments on Employer’s regular salary payment dates as in effect on the date of the Employment Separation (the “Severance Payments” and any period during which the Severance Payments are payable, each a “Severance Period”); (3) during the Severance Period, Employer shall pay the premiums for Executive’s continued coverage under the health benefit plans of Employer (the “Severance Benefits”); provided, however, that Employer shall not have any obligation to pay such premiums if as a consequence Employer would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time), and Executive’s health benefit coverage from Employer during the Severance Period shall run concurrent with the health continuation coverage period mandated by Section 4980B of the Code; provided, further, however, that at any time that Employer is providing the Severance Benefits, if Employer modifies the health and ending on welfare benefits being provided to employees of a position comparable to Executive at the first time of such termination, then Employer shall provide such revised or modified benefits to Executive and his or her family; and (4) Employer shall provide reimbursement of Executive’s reasonable documented costs for outplacement, career search, executive coaching or similar services, comparable to what has been customarily provided to similarly situated executives of the Employer, and such reimbursement shall be made to Executive by Employer within 30 days after presentation of such costs, in accordance with Employer’s company policy, to Employer. In addition, Employer shall have the option, by delivering written notice to Executive at least 60 days prior to the end of the then-applicable Severance Period, to extend the Severance Period for up to two additional six-month periods (i.e., through the 21-month anniversary of the date of termination (Separation) during which period the "SEVERANCE PERIOD"), Employer shall continue to pay Executive’s Severance Payments to Executive, in equal installments on Executive at the Employer's regular salary payment dates, an aggregate amount equal to same annual rate (Ipro rated as applicable) his Annual Base Salary, plus (II) an amount equal and provide the Severance Benefits. Notwithstanding anything herein to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoingcontrary, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) portion of the Severance Payments unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer (a “Release”) in accordance with Section 1(e)(vii) (and such release is in full force and effect and has not been revoked), and (II) Executive shall be entitled to receive such payments and benefits the Severance Payments only so long as Executive has not breached any of the provisions of SECTIONS 9 such general release or 10 Section 2 or Section 3 hereof. The release described in the foregoing sentence shall not require Executive to release any claims , Following a Separation for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable lawreason, Executive shall not be entitled to any other salaryfurther payments from Employer, compensation the Parent or benefits after termination their respective Affiliates in respect of Executive's his or her employment with Employerany of them, nor shall they have any further liability to Executive in respect thereof, except as expressly set forth in this Section 1.

Separation. The Employment Period will continue until (i) Executive's deathresignation without Good Reason, Disability or resignation from employment with the Companydeath, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide Board decides to terminate Executive's employment with Cause; PROVIDED that no termination for Cause shall be treated as such until the 15th day following the date on which the Company has provided notice to the Executive of the Board's decision to terminate Executive for Cause (such notice to include reasons for the Board's decision) and within such 15-day period Executive and/or a representative designated by Executive is provided a reasonable opportunity to address the Board, (iii) the Board decides to terminate Executive's employment without Cause or without Cause(iv) the Executive terminates his employment for Good Reason. If (A) Executive's employment is terminated without Cause pursuant to clause (iiiii) above or (B) by Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good ReasonReason pursuant to clause (iv) above, then during the six-month period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "INITIAL SEVERANCE PERIOD"), Employer shall pay to ExecutiveExecutive each month during the Initial Severance Period an aggregate amount equal to 1/12th of his Annual Base Salary in effect as of the end of the Employment Period, payable in equal installments on the Employer's regular salary payment dates, . Employer may (in its sole discretion) elect to extend the Initial Severance Period for up to three additional six-month periods (each an aggregate "ADDITIONAL SEVERANCE PERIOD") by providing Executive written notice of such extension no less than 60 days prior to the last day of the Initial Severance Period or the then effective Additional Severance Period and paying Executive during each month of any such Additional Severance Period an additional amount equal to (I) 1/12th of his Annual Base Salary, plus (II) an amount payable in equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled installments on the date of termination Employer's regular salary payment dates. (The Initial Severance Period and all applicable Additional Severance Periods are collectively referred to coverage under herein as the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRASEVERANCE PERIOD"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage . The amounts payable pursuant to this SECTION 8(c7(c) shall terminate at be reduced by the time amount of any cash compensation Executive earns or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases receives with respect to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 or 10 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person employment during the period in which he is receiving severance. Upon request from time to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable lawtime, Executive shall not be entitled to furnish Employer with a true and complete certificate specifying any other salary, such compensation earned or benefits after termination of Executive's employment with received by him while receiving any severance payments from Employer.

Separation. The Employment Period will continue until (i) Executive's death’s resignation with or without Good Reason, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) Executive’s death or Disability, or (iii) the Company, Employer and their respective Subsidiaries decide to terminate terminates Executive's ’s employment with or without Cause. If Upon a Separation, Executive (Aor her estate in the case of Executive’s death) shall be entitled to receive any accrued but unpaid Annual Salary, and all vested benefits and expense reimbursements due through the effective date of such Separation (“Accrued Pay and Benefits”). Executive's ’s rights upon a Separation with respect to any equity awards in Parent or any Subsidiary, including but not limited to those described in Section 1(f) below (collectively, “Equity Awards”), will be determined in accordance with the terms and conditions of the applicable plan and award agreement. In addition, if Executive’s employment is terminated by resignation of Executive with Good Reason pursuant to clause (i) of the first sentence of this Section 1(d) or by the Employer without Cause pursuant to clause (iiiii) above or (B) Executive resigns from employment with of the Company, Employer or any first sentence of their respective Subsidiaries for Good Reasonthis Section 1(d), then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD")Severance Period, Employer shall pay to ExecutiveExecutive (A) an amount equivalent to twelve (12) months of her Annual Base Salary in effect as of the Separation Date, payable in equal installments during the Severance Period on the Employer's ’s regular salary payment dates, an aggregate amount equal to dates and (IB) his Annual Base Salary, plus (II) an amount equal to during the annual bonusportion, if any, paid or payable to Executive by Employer for of the last fiscal year ended prior to the date of termination. In addition, if Severance Period that Executive is entitled on the date of termination eligible to and elects to continue coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on ’s spouse and eligible dependents, if any, under the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued Employer’s group health care coverage rights that Executive and Executive's dependents may have plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 19851985 (“COBRA”), as amended ("COBRA"); PROVIDED furtherpay or reimburse Executive, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Employer’s option, on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for the same or Executive's covered dependents become covered, as described in COBRA, similar coverage under another such group health planplans (such amounts in clauses (A) and (B), and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan“Severance Payments”). Notwithstanding anything herein to the foregoingcontrary, (I) Executive shall not be entitled to receive any payments or other benefits pursuant to this SECTION 8(cSection 1(d) (other than the Accrued Pay and Benefits and payments in respect of rights under the Equity Awards) unless Executive has executed and delivered to Employer a general release in the form attached hereto as Exhibit A (“Release”) (and substance satisfactory such Release is in full force and effect and has not been revoked), which Release shall be executed following the termination of Executive’s employment, delivered by Executive, and become irrevocable pursuant to Employer its terms, in each case, prior to the Release Expiration Date (as defined below) and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached any of the provisions of SECTIONS 9 such Release, Section 2 or 10 hereofSection 3. The release described in In the foregoing sentence shall not require event Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under breaches any of the Company's provisions of Section 2 or its Subsidiaries' directors or officers insurance policy(ies) or applicable lawSection 3, or equity claims Executive shall be required, upon the request of Employer, to contribution from the Company or its Subsidiaries or repay any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed Severance Payments previously received by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salaryfurther payments from Parent, compensation Employer or benefits after termination of their Affiliates, nor shall they have any further liability to Executive's employment with Employer, except as expressly set forth in this Section 1(d).

Separation. The Employment Period will continue until (i) Executive's death’s resignation upon 30 days’ prior written notice to Employer, death or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate terminates Executive's ’s employment with or without Cause. If Upon the termination of Executive’s employment for any reason, Executive (or, in the event of Executive’s death, Executive’s estate) shall be entitled to receive (A) any earned but unpaid Annual Base Salary through the date of such termination, subject to withholding and other appropriate deductions, (B) reimbursement for reasonable and documented expenses accrued during employment, subject to and in accordance with, Employer’s expense reimbursement policy, (C) any earned but unpaid annual bonus relating to any prior fiscal year, and (D) any vested benefits (including vacation, but excluding severance-type benefits) accrued through the date of such termination in accordance with applicable law or the governing agreement, plan or policy rules (clauses (A) through (D), collectively, the “Accrued Obligations”). If Executive's ’s employment is terminated by the Employer without Cause pursuant to clause (ii) above above, then, in addition to the Accrued Obligations, (1) Employer will give Executive three months prior notice of such termination, during which period Executive will assist as reasonably required by Employer to transition his duties and train any successor, and during which period Employer may, in its absolute discretion, (A) place Executive on garden leave and require Executive not to come into the office, or (B) elect to provide Executive resigns from employment with payment of Executive’s Annual Base Salary and premiums for continued coverage under the Company, health benefit plans of Employer in lieu of all or any portion of their respective Subsidiaries for Good Reasonsuch three-month notice period, then which payment shall be made in installments on Employer’s regular payroll dates unless otherwise agreed between Executive and Employer and during which time no bonus eligibility will accrue; (2) during the nine-month period commencing on the date of termination termination, Employer shall continue to pay Executive at his or her rate of Annual Base Salary, payable in equal installments on Employer’s regular salary payment dates as in effect on the date of the Employment Separation (the “Severance Payments” and any period during which the Severance Payments are payable, each a “Severance Period”); and (3) during the Severance Period, Employer shall pay the premiums for Executive’s continued coverage under the health benefit plans of Employer (the “Severance Benefits”); provided, however, that Employer shall not have any obligation to pay such premiums if as a consequence Employer would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time), and Executive’s health benefit coverage from Employer during the Severance Period shall run concurrent with the health continuation coverage period mandated by Section 4980B of the Code; provided, further, however, that at any time that Employer is providing the Severance Benefits, if Employer modifies the health and ending on welfare benefits being provided to employees of a position comparable to Executive at the first time of such termination, then Employer shall provide such revised or modified benefits to Executive and his or her family. In addition, Employer shall have the option, by delivering written notice to Executive at least 60 days prior to the end of the then-applicable Severance Period, to extend the Severance Period for up to two additional six-month periods (i.e., through the 21-month anniversary of the date of termination (Separation) during which period the "SEVERANCE PERIOD"), Employer shall continue to pay Executive’s Severance Payments to Executive, in equal installments on Executive at the Employer's regular salary payment dates, an aggregate amount equal to same annual rate (Ipro rated as applicable) his Annual Base Salary, plus (II) an amount equal and provide the Severance Benefits. Notwithstanding anything herein to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoingcontrary, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) portion of the Severance Payments unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer (a “Release”) in accordance with Section 1(d)(vii) (and such release is in full force and effect and has not been revoked), and (II) Executive shall be entitled to receive such payments and benefits the Severance Payments only so long as Executive has not breached any of the provisions of SECTIONS 9 such general release or 10 Section 2 or Section 3 hereof. The release described in the foregoing sentence shall not require Executive to release any claims Following a Separation for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable lawreason, Executive shall not be entitled to any other salaryfurther payments from Employer, compensation the Parent or benefits after termination their respective Affiliates in respect of Executive's his or her employment with Employerany of them, nor shall they have any further liability to Executive in respect thereof, except as expressly set forth in this Section 1.

Separation. The Employment Period will continue until (i) Executive's death’s termination with or without Good Reason, death or Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Board terminates Executive's ’s employment with or without Cause. If Upon a Separation for any reason, Executive (Aor Executive’s estate, in the case of a Separation due to Executive’s death) shall be entitled to receive any accrued but unpaid Annual Base Salary and all benefits and reimbursements due through the effective date of the Separation (collectively the “Accrued Amounts”). The Accrued Amounts shall be paid within thirty (30) days of the Separation, or at such other date as provided by the applicable employee benefit plan or program. In addition to the Accrued Amounts, if Executive's ’s employment is terminated by Executive with Good Reason pursuant to clause (i) of the first sentence of this Section 1(c) or by the Board without Cause pursuant to clause (ii) above or (Bof the first sentence of this Section 1(c) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing Severance Period, (A) Employer shall pay to Executive his Annual Base Salary (disregarding any reduction that may constitute Good Reason) for such period, payable in equal installments on Employer’s regular salary payment dates as in effect on the date of the Separation and (B) (1) if such termination occurs in the calendar year 2020, Executive’s annual bonus payable with respect to fiscal year 2020 shall be equal to 75% of the Employment Period and ending on Target Bonus, (2) if such termination occurs in the first anniversary calendar year 2021, Executive’s annual bonus payable with respect to fiscal year 2021 shall be pro-rated based upon the portion of the date calendar year that Executive was employed by Employer, but shall in no event be equal to amount less than 50% of the Target Bonus, and (3) if such termination occurs in the calendar year 2022 or any calendar year thereafter, Executive’s annual bonus payable with respect to such fiscal year shall be pro-rated based upon the portion of the calendar year that Executive was employed by Employer (the "SEVERANCE PERIOD"“Severance Payments”). In the case of (B) in the immediately preceding sentence, Employer such bonus shall pay be determined without regard to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal any reduction to the annual bonusTarget Bonus that constitutes Good Reason, if anyand such bonus amount shall be payable at the same time as bonuses are ordinarily paid to senior management of the Company and Employer, paid or payable notwithstanding any requirement of such bonus plans to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled be employed on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior payments. Notwithstanding anything herein to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoingcontrary, (IA) Executive shall not be entitled to receive any payments or benefits Severance Payments pursuant to this SECTION 8(cSection 1(c) unless Executive has executed and delivered to Employer a general release in form attached hereto as Exhibit A (“Release”) (and substance satisfactory to Employer such Release is in full force and effect and has not been revoked), which Release shall be delivered by Executive within seven calendar days after Executive’s Separation and (IIB) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached any of the provisions of SECTIONS 9 such Release, Section 2 or 10 hereofSection 3. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salaryfurther payments from the Company, compensation Employer or benefits after termination of their Affiliates, nor shall they have any further liability to Executive's employment with Employer, except as expressly set forth in this Section 1(c).