Common use of Severance Benefits Clause in Contracts

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by Upon a Severance Payment Event, in addition to any other severance or employment-termination compensation or benefits to which the Executive may be entitled from the Company or any subsidiary thereof Subsidiary under the terms of any Plan of which the Executive was a participant or successor thereto shall be subject to a Covered Terminationbeneficiary immediately before the Severance Payment Event, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsshall: (a) A lump sum Pay the Executive in cash, within five Business Days after the Severance Payment Event, all of his Base Salary and all other earned but unpaid cash payment in an amount equal compensation or entitlements due to Executive's the Executive through (and including) the date of the Severance AmountPayment Event, including unused earned and accrued vacation pay and unreimbursed reimbursable business expenses. (b) A lump sum Make the Severance Payment in cash payment Actuarially Equivalent (as such term is defined in within five Business Days after the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered TerminationSeverance Payment Event. (c) A lump sum cash payment Actuarially Equivalent Provide or arrange to provide the Executive (whether or not under any Welfare Benefit Plan then maintained), at the Company’s sole expense and for the Benefit Continuation Period, Welfare Benefits that are substantially the same as such term is defined in the Pension PlanWelfare Benefits provided to the Executive (and the Executive’s dependents and beneficiaries) immediately before the Severance Payment Event, except that the Welfare Benefits to Executive's projected normal retirement benefit under which the DCP. (d) If Executive is not eligible for retiree medical coverage as entitled under this subsection (c) will be subject to the Executive’s compliance with Section 4 and will be reduced to the extent that comparable welfare benefits are received by the Executive from an employer other than the Company or any Subsidiary during the Benefit Continuation Period. (The fact that the cost of the date of his Covered Terminationparticipation by the Executive, Executive shall be entitled to continue or the Executive’s dependents or beneficiaries, in any Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of Plan was paid indirectly by the Company, as a reimbursement or a credit to the Executive, before the Severance Payment Event does not mean that the corresponding Welfare Benefits were not “provided to the Executive” by the Company shall pay to Executive a lump sum cash payment in amount equal to for the economic value purpose of such benefitthis subsection (c). (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of In addition, each Stock Award outstanding immediately before the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment Severance Payment Event and not compensation for purposes of determining benefits under yet exercised or forfeited (as the Company's qualified retirement plans case may be) will accelerate and shall be subject become fully vested, exercisable, or nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to any required tax withholdingvest the Stock Award or cause it to become exercisable or nonforfeitable. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by Upon a Severance Payment Event, in addition to any other severance or employment-termination compensation or benefits to which the Executive may be entitled from the Company or any subsidiary thereof Subsidiary under the terms of any Plan of which the Executive was a participant or successor thereto shall be subject to a Covered Terminationbeneficiary immediately before the Severance Payment Event, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsshall: (a) A lump sum Pay the Executive in cash, within five Business Days after the Severance Payment Event, all of his Base Salary and all other earned but unpaid cash payment in an amount equal compensation or entitlements due to Executive's the Executive through (and including) the date of the Severance AmountPayment Event, including unused earned and accrued vacation pay and unreimbursed reimbursable business expenses. (b) A lump sum Make the Severance Payment in cash payment Actuarially Equivalent (as such term is defined in within five Business Days after the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered TerminationSeverance Payment Event. (c) A lump sum cash payment Actuarially Equivalent Provide or arrange to provide the Executive (as such term is defined in whether or not under any Welfare Benefit Plan then maintained), at the Pension PlanCompany’s sole expense and for the Benefit Continuation Period, Welfare Benefits that are substantially the same the Welfare Benefits provided to the Executive (and the Executive’s dependents and beneficiaries) immediately before the Severance Payment Event, except that the Welfare Benefits to Executive's projected normal retirement benefit under which the DCP. (d) If Executive is not eligible for retiree medical coverage as entitled under this subsection (c) will be subject to the Executive’s compliance with Section 4 and will be reduced to the extent that comparable welfare benefits are received by the Executive from an employer other than the Company or any Subsidiary during the Benefit Continuation Period. (The fact that the cost of the date of his Covered Terminationparticipation by the Executive, Executive shall be entitled to continue or the Executive’s dependents or beneficiaries, in any Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of Plan was paid indirectly by the Company, as a reimbursement or a credit to the Executive, before the Severance Payment Event does not mean that the corresponding Welfare Benefits were not “provided to the Executive” by the Company shall pay to Executive a lump sum cash payment in amount equal to for the economic value purpose of such benefitthis subsection (c). (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of In addition, each Stock Award outstanding immediately before the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment Severance Payment Event and not compensation for purposes of determining benefits under yet exercised or forfeited (as the Company's qualified retirement plans case may be) will accelerate and shall be subject become fully vested, exercisable, or nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to any required tax withholdingvest the Stock Award or cause it to become exercisable or nonforfeitable. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by (a) In the event that the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, terminates Executive’s employment without “Cause” (as additional compensation for services rendered to the Company (including its subsidiariesdefined below), the following Company agrees to pay to Executive severance benefits: (a) A lump sum cash payment payments in an amount equal to (i) the sum of eighteen (18) months base salary at the rate in effect on the Termination Date, plus, the prorated portion of Executive's ’s “Average Bonus” (an amount equal to the average of the performance bonus payments received by the Executive for the three most recent Fiscal Years, multiplied by the product of the number of days during the Performance Period that Executive was employed, divided by 365 (“Severance AmountBenefits”). For purposes of this Average Bonus calculation, if any of the most recent Fiscal Years used for the calculation is prior to 2010, Executive’s bonus for such year(s) will be set at eighty percent (80%) of Executive’s target bonus on the Termination Date. For all years after 2009, the actual Bonus paid will be used for the calculation. The Severance Benefits shall be payable by mail or direct deposit in equal installments commencing on the first payroll date after the satisfaction of the conditions set forth in Section 4 below and continuing for eighteen (18) months in accordance with the Company’s normal payroll schedule, practices and applicable law. All withholding taxes and other deductions that the Company is required by law to make from wage payments to employees will be made from such severance payments. If Executive’s employment terminates as a result of death or disability, such termination shall not be considered a termination without “Cause” that will entitle Executive to any severance payment. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) If Executive makes an election to continue Executive's unreduced projected supplemental monthly benefit at age sixty-two ’s coverage under the SERP if Executive has attained age fifty-five or older Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), during the period beginning on the Termination Date and ending on the earlier of (i) the eighteenth month anniversary of the date of his Covered Termination, Termination Date or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERPii) if Executive has not attained age fifty-five as of the date upon which Executive becomes eligible for comparable coverage under another employer’s group health plans, Executive shall continue to pay premiums with respect to such coverage to the same extent that Executive was paying such premiums immediately prior to such termination. Such period shall run concurrently with the period of his Covered TerminationExecutive’s rights under COBRA. (c) A lump sum cash payment Actuarially Equivalent If the Company relocates Executive’s position to a locale beyond a 50 mile radius from the Dallas Fort-Worth International Airport, it shall be considered a termination of Executive without “Cause,” entitling Executive to resign and receive the Severance Benefits. Notwithstanding the following, in order to be eligible to receive the Severance Benefits under this subsection 2(c), (as i) Executive shall provide notice to the Company no more than 90 days after the occurrence of such term relocation, (ii) such notice states the grounds for such voluntary resignation and an effective date no earlier than 30 days after it is defined given, and (iii) the Company has 30 days from the giving of such notice within which to cure and, in the Pension Plan) to Executive's projected normal retirement benefit under the DCPevent of such cure, such notice shall be of no further force or effect. (d) If Executive is not eligible for retiree medical coverage as In the event a termination without “Cause” occurs within one year after a “Change in Control,” in lieu of the date of his Covered TerminationSeverance Benefits payable under subsection 2(a) or (c), Executive shall be entitled to continue as the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Companycase may be, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% two (2) times the sum of his annual Executive’s twelve (12) months base salary at the rate in effect on the Termination Date plus the Average Bonus. Such amount shall be payable on the first payroll date after the satisfaction of his Covered Terminationthe conditions set forth in Section 4 below. (he) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for For purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.following terms are defined as follows:

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Covered TerminationChange of Control occurs, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in an amount equal to the Pension Plan) remaining portion of any award to Executive under any prior years' EIP. Further, if Executive's unreduced projected supplemental monthly benefit at age sixty-two Involuntary Termination occurs on or after the date an award has been earned under the SERP if Executive has attained age fifty-five or older as of EIP, but prior to the date of such award is paid, Executive shall receive an additional lump sum cash payment in an amount equal to his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered TerminationTargeted EIP Award. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself himself and, where applicable, his eligible dependents following his Involuntary Termination for up to thirty-six months following months, as long as Executive continues either to pay the date premiums paid by active employees of his Covered Terminationthe Company for such coverages or to pay the actual (nonsubsidized) cost of such coverages for which the Company does not subsidize for active employees. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees, and the applicable payments shall adjust as premiums for active employees of the Company or actual costs, whichever is applicable, change. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Nothing herein shall be deemed to adversely affect in any way the additional rights, after consideration of this extension period, of Executive is and his eligible for retiree medical dependents to health care continuation coverage as required pursuant to Part 6 of Title I of the date Employee Retirement Income Security Act of his Covered Termination1974, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefitamended. (ed) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% cost of his annual salary as of the date of his Covered Termination$6,000. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (he) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant under this Agreement shall be paid to this Paragraphan Executive on or before the fifth day after the last day of Executive's employment with the Company. Further, any Any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If this Agreement and Executive's ’s employment are terminated without Cause by the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, Rural/Metro as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment set forth in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered TerminationSection 5B, Executive shall receive earned retiree benefits the “Severance Benefits” provided by this Section. In addition, Executive also shall receive the Severance Benefits if Executive’s employment is terminated due to Disability as long set forth in Section 7. The Severance Benefits shall begin immediately following the effective date of termination of employment and, except as otherwise provided herein, will continue to be payable for a period (the “Benefit Period”) of twenty-four (24) months thereafter. However, notwithstanding anything herein to the contrary, the Benefit Period shall be twelve (12) months in the event that Severance Benefits are payable due to Disability. The Executive’s Severance Benefits shall consist of the continuation of Executive’s then Base Salary for duration of the Benefit Period, less lawfully required withholdings, and shall be paid in accordance with Rural/Metro’s generally-applicable payroll practices. Such Severance Benefits shall be paid in lieu of any accrued vacation time. The Severance Benefits also shall consist of the continuation of any health, medical, dental, vision or pharmaceutical coverage that Executive was participating in as of the last day of active employment to the extent that Executive continues to be eligible for such coverages. These coverages shall be continued under COBRA beginning the first day of the month following the effective termination date and shall continue for the duration of the Benefit Period provided that Executive satisfactorily complies with all COBRA election and eligibility requirements. During the Benefit Period, Executive shall continue to pay the required same premiums for such benefitspaid as of the last day of active employment. Notwithstanding Executive’s life insurance coverage may be converted to an individual policy within 30 days of the foregoingeffective termination date, if conversion is then available under the applicable policy. Upon conversion, the cost of maintaining an individual policy resides with Executive. If Executive voluntarily terminates this Agreement and Executive’s employment, or if Rural/Metro terminates the Agreement and Executive’s employment for Cause, no Severance Benefits shall be paid to Executive. No Severance Benefits are payable in the event of Executive’s death or retirement. Severance Benefits and Executive’s right to exercise any stock options shall immediately cease if Executive commits a material violation of any of the Welfare Benefit Coverages canterms of this Agreement relating to confidentiality and non-disclosure, as set forth in Section 10, or the Covenant-Not-To-Compete, as set forth in Section 11. Only material violations will result in the loss of Severance Benefits and the ability to exercise stock options. The payment of Severance Benefits shall not be continued during a period when affected by whether Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) seeks or obtains other employment. Executive shall have no obligation to seek or obtain other employment and Executive’s Severance Benefits shall not be entitled impacted by Executive’s failure to “mitigate.” In order to receive reimbursements for out-placement services the Severance Benefits, Executive must execute any release reasonably requested by Rural/Metro of claims that Executive may have in connection with obtaining new Executive’s employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Terminationwith Rural/Metro. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by Upon the occurrence of a Severance Payment Event, in addition to any other severance or employment-termination compensation or benefits to which the Executive may be entitled from the Company or any subsidiary thereof Subsidiary under the terms of any Plan (other than a severance benefits plan for employees generally) of which the Executive was a participant or successor thereto a beneficiary immediately before the Severance Payment Event, the following shall occur: (a) The Company shall pay the Executive in cash, within five Business Days after the Severance Payment Event, all of his Base Salary and all other earned but unpaid cash compensation or entitlements due to the Executive through (and including) the date of the Severance Payment Event, including unused earned and accrued vacation pay and unreimbursed reimbursable business expenses. (b) The Company shall make the Severance Payment in cash. In its discretion, the Compensation Committee may elect to make the Severance Payment in a lump sum or in substantially equal monthly payments over 12 months, which payment(s) shall be paid or commence to be paid within five Business Days after the Severance Payment Event. (c) The Company shall provide or arrange to provide the Executive (whether or not under any Welfare Benefit Plan then maintained), at the Company's sole expense and for the Benefit Continuation Period, Welfare Benefits that are substantially the same the Welfare Benefits provided to the Executive (and the Executive's spouse, dependents and beneficiaries) immediately before the Severance Payment Event, except that the Welfare Benefits to which the Executive is entitled under this subsection (c) will be subject to the Executive's compliance with the restrictions set out in Sections 4 through 13, and will be reduced to the extent that comparable welfare benefits are received by the Executive from an employer other than the Company or any Subsidiary during the Benefit Continuation Period. (The fact that the cost of the participation by the Executive, or the Executive's spouse, dependents or beneficiaries, in any Welfare Benefit Plan was paid indirectly by the Company, as a Covered Terminationreimbursement or a credit to the Executive, then before the Severance Payment Event does not mean that the corresponding Welfare Benefits were not "provided to the Executive" by the Company for the purpose of this subsection (c)). Notwithstanding the foregoing, this subsection (c) shall not apply if the Severance Payment Event is attributable to the death of Executive; in such event, the Designated Beneficiary, spouse and dependents of Executive shall be entitled to receivewhatever rights and benefits they have under the Plans at the time of death and nothing herein shall be construed to limit such rights and benefits. In the event that the Company cannot provide coverage under any Welfare Benefit Plan, as additional compensation described in this subsection (c), for services rendered to the entire Benefit Continuation Period, or any portion thereof, for whatever reason, then the Company shall pay the actuarial equivalent of the present value of such foregone coverage for Executive (including its subsidiaries)and his spouse, the following severance benefits: (adependents and beneficiaries, as applicable) A directly to Executive in a cash lump sum cash payment payment. Such determination for each affected Welfare Benefit Plan shall be made in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in good faith by the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCPCompensation Committee. (d) If Executive is Each Stock Award outstanding immediately before the Severance Payment Event and not eligible for retiree medical coverage yet exercised or forfeited (as the case may be) will automatically accelerate and become fully vested, exercisable, or nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to fully vest the Stock Award or cause it to become exercisable or nonforfeitable. In addition to Stock Awards, any compensation due under a performance-based, long-term incentive plan of the date Company or a Subsidiary will automatically accelerate and become fully payable and nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to fully vest such compensation and all requisite performance goals attributable thereto have been fully attained or satisfied. In the event of his Covered Terminationany change to a Welfare Benefits Plan following a Severance Payment Event, Executive and his spouse, dependents and beneficiaries, as applicable, shall be entitled to continue treated consistently with the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirtythen-six months following the date current officers of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s(or its successor) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility respect to the Company). If Executive is eligible for retiree medical terms and conditions of coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any and other substantive provisions of the Welfare Benefit Coverages cannot be continued during Benefits plan. Executive and his spouse hereby agree to acquire and maintain any and all coverage for themselves and dependents that either or both of them are entitled to at any time under (i) a period when Executive is not an employee health plan offered by another employer or (ii) the Medicare program or any other medical coverage program of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal United States or any agency thereof. Notwithstanding any provision of this Agreement to the economic value of such benefit. (e) Executive shall be entitled contrary, in order to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant under Section 3(c) following a Severance Payment Event, the Executive must first execute an appropriate release agreement (on a form provided by the Company) whereby the Executive agrees to this Paragraph. Furtherrelease and waive, in return for such severance benefits, any severance benefits paid pursuant federal or state claims or causes of action that he has or may have against the Company or a Subsidiary including, without limitation, for unlawful discrimination, harassment or retaliation; provided, however, such release agreement shall not release any claim or cause of action by or on behalf of the Executive for (a) any payment or benefit that may be due or payable under this Agreement or any Plan prior to this Paragraph will be deemed the receipt thereof, (b) any willful failure by the Company to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. cooperate with Executive (i) in exercising his vested stock options or (ii) in the receipt of the proceeds from, or sale of, his shares of restricted stock in the Company, each in accordance with the terms of the respective Plan and stock option and restricted stock agreement, as applicable, (c) non-payment of salary or benefits to which he is entitled from the Company as of the Severance Payment Event, or (d) a breach of this Agreement or the Employment Agreement by the Company. Notwithstanding anything any provision hereof to the contrary contrary, the severance benefits and post-termination restrictive covenants as provided in this AgreementAgreement shall not duplicate, upon a Change of Controlor otherwise be in addition to, Executive shall be entitled to receive the similar severance benefits or covenants provided under the Central Employment Agreement. This Agreement shall control and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented govern over the Employment Agreement in such respect but only upon the futureoccurrence of a Severance Payment Event hereunder. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to Following a Covered Qualifying Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the following severance benefits from the Company: (a) The Company shall provide Executive with a lump sum payment equal to 2.99 times (i) Executive’s annualized base salary rate as of the date of the first event constituting a Change in Control or, if higher, (ii) Executive’s highest base salary received for any year in the previous five fiscal years immediately preceding the first event constituting a Change in Control, plus 2.99 times Executive’s targeted bonus amount as accrued on the books of the Company for the fiscal year in which the first event constituting a Change in Control occurs. If Executive has been employed by the Company for less than five years, this Section 3(a) shall be deemed to mean such actual period of employment. (b) The Company shall also provide Executive with a lump sum payment equal to the total cost of coverage for one year under the Company’s Welfare Benefit Plans for coverage equal to that which would have been provided to him/her in accordance with such plans if Executive’s employment had not been terminated. (c) For purposes of determining benefit accruals due under the Company’s retirement income, supplemental executive retirement, and other benefit plans of the Company applicable to Executive, the Company shall credit Executive with an additional one year of service. To the extent additional service credit cannot be provided under any qualified plan, an equivalent supplemental benefit shall be provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the futuresupplemental executive retirement plan. (jd) There will be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for Executive provided for in this Agreement. (e) Notwithstanding any other provision hereof, the parties’ respective rights and obligations under this Section 3 and under Sections 5 and 6 will survive any termination or expiration of this Agreement following a Change in Control. Any severance benefits due under this Section 3 shall be entitled to continued access, for due and payable within five business days following the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of later of: (i) Executive’s separation from service; or (ii) the Change of Control upon which such Covered Termination is basedin Control.

Severance Benefits. If Executive's ’s employment is terminated by the Company without Cause or any subsidiary thereof as a result of Executive’s resignation for Good Reason or successor thereto Executive’s death or Disability (each a “Covered Termination”), Executive (or Executive’s estate, as applicable) shall be subject eligible to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), receive the following severance benefits: : (a1) A lump sum cash payment in of an amount equal to six (6) months of Executive's Severance Amount. ’s Base Salary in effect immediately prior to the Separation Date, less applicable payroll tax withholdings and deductions (bthe “Severance”) A lump sum cash payment Actuarially Equivalent and (as such term is defined 2) twelve (12) months of accelerated vesting of Executive’s Equity Awards (so that Executive becomes vested in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under portion of the SERP Equity Awards that would have become vested if Executive has attained age fifty-five or older as remained employed for 365 days after the Separation Date). Except for the foregoing accelerated vesting benefit, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of the governing health insurance policies, the Company will reimburse the monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for six (6) months after the Separation Date or until such earlier date of his Covered Termination, as Executive either becomes eligible for group health insurance coverage through a new employer or ceases to Executive's accrued supplemental monthly benefit under be eligible for COBRA coverage (the SERP, plus three years of Credited Service (as such term is defined in “COBRA Payment Period”). Executive must submit to the SERP) if Executive has not attained age fifty-five as Company appropriate documentation of the date foregoing health insurance payments, within sixty (60) days of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as making such term is defined payments, in the Pension Plan) order to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefitsreimbursed. Notwithstanding the foregoing, if any the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee Public Health Service Act), at the end of each remaining month of the CompanyCOBRA Payment Period, the Company shall pay Executive directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to Executive (assuming a lump sum cash payment 35% tax rate). Executive agrees to promptly notify the Company in amount equal to writing if Executive becomes eligible for group health insurance coverage through a new employer before the economic value end of such benefit. (ethe specified reimbursement period. For sake of reference, all severance benefits provided in entire subsection 10(g)(i) Executive shall be entitled referred to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of collectively as the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination“Severance Benefits. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.”

Severance Benefits. If Executive's employment by Upon a Severance Payment Event, in addition to any other severance or employment-termination compensation or benefits to which the Executive may be entitled from the Company or any subsidiary thereof Subsidiary under the terms of any Plan of which the Executive was a participant or successor thereto shall be subject to a Covered Terminationbeneficiary immediately before the Severance Payment Event, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsshall: (a) A lump sum Pay the Executive in cash, within five Business Days after the Severance Payment Event, all of his Base Salary and all other earned but unpaid cash payment in an amount equal compensation or entitlements due to Executive's the Executive through (and including) the date of the Severance AmountPayment Event, including unused earned and accrued vacation pay and unreimbursed reimbursable business expenses. (b) A lump sum Make the Severance Payment in cash payment Actuarially Equivalent (as such term is defined in within five Business Days after the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered TerminationSeverance Payment Event. (c) A lump sum cash payment Actuarially Equivalent Provide or arrange to provide the Executive (as such term is defined in whether or not under any Welfare Benefit Plan then maintained), at the Pension Plan) Company's sole expense and for the Benefit Continuation Period, Welfare Benefits that are substantially the same the Welfare Benefits provided to the Executive (and the Executive's projected normal retirement benefit under dependents and beneficiaries) immediately before the DCP. (d) If Severance Payment Event, except that the Welfare Benefits to which the Executive is not eligible for retiree medical coverage as entitled under this subsection (c) will be subject to the Executive's compliance with Section 4 and will be reduced to the extent that comparable welfare benefits are received by the Executive from an employer other than the Company or any Subsidiary during the Benefit Continuation Period. (The fact that the cost of the date of his Covered Terminationparticipation by the Executive, Executive shall be entitled to continue or the Executive's dependents or beneficiaries, in any Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of Plan was paid indirectly by the Company, as a reimbursement or a credit to the Executive, before the Severance Payment Event does not mean that the corresponding Welfare Benefits were not "provided to the Executive" by the Company shall pay to Executive a lump sum cash payment in amount equal to for the economic value purpose of such benefitthis subsection (c). (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of In addition, each Stock Award outstanding immediately before the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment Severance Payment Event and not compensation for purposes of determining benefits under yet exercised or forfeited (as the Company's qualified retirement plans case may be) will accelerate and shall be subject become fully vested, exercisable, or nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to any required tax withholdingvest the Stock Award or cause it to become exercisable or nonforfeitable. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If In the event that Executive's ’s employment is terminated by the Company without Cause, by the Company by Notice of Non-Renewal, or any subsidiary thereof or successor thereto shall be subject by Executive pursuant to a Covered TerminationGood Reason, then Executive shall be entitled to receive, as additional compensation for services rendered in addition to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the CompanyAccrued Obligations, Executive shall be entitled to receive a lump sum cash payment severance benefits (the “Severance Benefits”), subject to and in an amount equal to 25% accordance with the terms of his annual salary on the date of his Covered Termination.this Section. The Severance Benefits shall consist of: (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (ja) Executive shall receive payment of an amount (the “Severance Pay”) equal to Executive’s Base Salary immediately prior to the Termination Date (or, if Good Reason was attributable to the Company’s failure to pay the minimum amount of Base Salary provided herein, such minimum amount) for twelve (12) months following the Termination Date (the “Severance Period”). The Severance Pay shall be entitled to continued accesspaid in the form of salary continuation, for commencing within sixty (60) days following the remainder Termination Date on the first regularly scheduled payroll date of the Company that is processed after the effective date of the Separation Agreement (defined below), except that, if the Separation Agreement may be executed and/or revoked in a calendar year following the calendar year in which a Covered the Termination Date occurs, to the financial planning services available to executive employees Severance Pay shall commence on the first regularly scheduled payroll date of the Company at in the time calendar year in which the consideration or, if applicable, release revocation period ends to the extent necessary to comply with Section 409A. The first such payment shall include payment for any payroll dates between the Termination Date and the date of such payment. (b) Executive shall receive an amount equal to the Incentive Bonus paid for the previous Fiscal Year (the “Severance Bonus”), paid within sixty (60) days of the Change effective date of Control upon the Separation Agreement. (c) Executive shall receive a lump-sum cash amount equal to the First Transition Bonus (as defined above) to the extent the First Transition Bonus has not yet been paid to Executive, regardless of whether the Termination Date occurs on or after the date on which the First Transition Bonus was due to be paid. (d) During the Severance Period until such Covered Termination time, if any, as Executive is basedeligible for group health insurance benefits from another employer, Executive shall be eligible to continue to participate in the Company’s group health insurance benefits on the same terms and conditions as then applicable to current employees, except that, if Executive is not permitted to continue to participate in any such health insurance plans for any portion of the Severance Period as a result of the terms of such plans or applicable law and Executive elects to continue his or his dependents’ health insurance benefits pursuant to COBRA, the Company will pay or reimburse Executive for the portion of the COBRA premium that is equal to the insurance premium the Company would pay if Executive was then an active employee of the Company. Following the Severance Period, should Executive elect to continue his or his dependents’ health insurance benefits, Executive shall be responsible for the entire cost thereof. If the Company is unable to provide the benefit provided above in this paragraph without violating applicable health care discrimination laws, then, in lieu of such benefit, the Company shall pay Executive (A) a cash payment equal to the economic equivalent of such benefit and (B) a full tax gross-up, if applicable, with respect to such cash payment so that Executive has no after tax consequences with respect to such cash payment and the related tax gross up payment.

Severance Benefits. If Executive's employment by during the Company Initial Term or any subsidiary thereof or successor thereto shall be subject Renewal Term, this Agreement and Executive’s employment are terminated without Cause by Rural/Metro pursuant to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered paragraph 6B prior to the Company (including its subsidiaries)last day of the Initial Term or any Renewal Term, the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP or if Executive has attained age fifty-five or older as of the date of his Covered Termination, or elects to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) terminate this Agreement for Good Reason pursuant to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Terminationparagraph 7A, Executive shall receive earned retiree the “Severance Benefits” provided by this paragraph. To the extent provided in paragraph 5, Executive also shall receive the Severance Benefits if this Agreement is not renewed. In addition, Executive also shall receive the Severance Benefits if his employment is terminated due to Disability pursuant to paragraph 8. The Severance Benefits shall begin immediately following the effective date of termination of employment and, except as otherwise provided herein, will continue to be payable for a period of twenty-four (24) months thereafter (the “Severance Period”). Executive’s Severance Benefits shall consist of the continuation of Executive’s then Base Salary for the duration of the Severance Period, which shall be paid in lieu of any payments otherwise due for accrued sick leave, vacation time, etc. The Severance Benefits also shall consist of the continuation of any health, life, disability, or other insurance benefits that Executive was receiving as long as Executive continues of his last day of active employment for the duration of the Severance Period. If a particular insurance benefit may not be continued for any reason, Rural/Metro shall pay a “Benefit Allowance” to pay Executive. The “Benefit Allowance” will equal 145% of the required premiums for such benefitscost to Rural/Metro of providing the unavailable insurance benefit to a similarly situated employee. Notwithstanding The Benefit Allowance shall be paid on a monthly basis or in a single lump sum. The cost of providing the unavailable benefit to a similarly situated employee and whether the Benefit Allowance will be paid in monthly installments or in a lump sum will be determined by Rural/Metro in the exercise of its discretion. In addition, any stock options that are vested on the effective date of the termination of employment, but have not yet been exercised, shall remain fully vested and exercisable until ninety days after the last day of the Severance Period; provided, however, that if the exercise period relating to an incentive stock option granted in compliance with Section 422 of the Internal Revenue Code would be exceeded by application of the foregoing, then the incentive stock option shall be considered to be a non-qualified stock option. If Executive voluntarily terminates this Agreement and his employment without Good Reason prior to the end of the Initial Term or any Renewal Term, or if Rural/Metro terminates the Agreement and Executive’s employment for Cause, no Severance Benefits shall be paid to Executive. No Severance Benefits are payable in the event of Executive’s death while in the active employ of Rural/Metro. Severance Benefits shall immediately cease if Executive commits a material violation of any of the Welfare Benefit Coverages canterms of this Agreement relating to confidentiality and non-disclosure, as set forth in paragraph 11, or the Covenant-Not-To-Compete, as set forth in paragraph 12. Only material violations will result in the loss of Severance Benefits. The payment of Severance Benefits shall not be continued during a period when affected by whether Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) seeks or obtains other employment. Executive shall have no obligation to seek or obtain other employment and Executive’s Severance Benefits shall not be entitled impacted by Executive’s failure to “mitigate.” In order to receive reimbursements for out-placement services the Severance Benefits, Executive must execute any release reasonably requested by Rural/Metro of claims that Executive may have in connection with obtaining new his employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Terminationwith Rural/Metro. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject First Busey will pay severance benefits to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsfollows: (ai) A lump sum cash payment in If this Agreement and Executive’s employment hereunder are terminated by First Busey without Cause pursuant to Section 4(a), or by reason of Executive’s Constructive Discharge pursuant to Section 4(c), First Busey will pay Executive an amount equal to the sum of (A) Executive's ’s then applicable annual Base Salary, plus (B) the amount of the most recent performance bonus that First Busey paid to Executive pursuant to Section 3(b), plus (C) the amount contributed by First Busey on behalf of Executive to First Busey’s tax-qualified retirement plans (other than Internal Revenue Code Section 401(k) contributions) for the calendar year immediately preceding Executive’s termination of employment (collectively, the “Severance AmountPayment”). First Busey will also reimburse Executive for up to twelve (12) months for continuing coverage under First Busey’s health insurance pursuant to the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive remains eligible for such COBRA continuation for such period following the effective date of termination, provided further that to the extent Executive paid a portion of the premium for such benefit while employed Executive shall continue to pay such portion during the period of continuation hereunder and any period of continuation hereunder shall be credited against the continuation rights under COBRA and Executive will be required to complete all COBRA election and other forms. (bii) A lump sum cash payment Actuarially Equivalent Notwithstanding Section 4(g)(i) and in lieu of any payments provided for thereunder, if this Agreement and Executive’s employment are terminated within one (as such term is defined in 1) year after the Pension Plan) occurrence of a Change of Control either by Executive pursuant to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(sSection 4(c) (with Constructive Discharge) or by First Busey or its successor pursuant to Section 4(a) (Termination Without Cause), First Busey or its successor will pay Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to two (2) times the Severance Payment. In this event, First Busey or its depreciated book value successor will also reimburse Executive for twenty-four (24) months for continuing coverage under First Busey’s health insurance pursuant to COBRA, provided that Executive remains eligible for such COBRA continuation for such period following the effective date of termination, provided further that to the extent Executive paid a portion of the premium for such benefit while employed Executive shall continue to pay such portion during the period of continuation hereunder and any period of continuation hereunder shall be credited against the continuation rights under COBRA and Executive will be required to complete all COBRA election and other forms. (iii) All payments that become due to Executive under this Section 4(g) will be made in substantially equal installments in accordance with First Busey’s regular payroll practices over the one (1) year period (provided that if payment is being made pursuant to Section 4(g)(ii), payment shall be made over two (2) years commencing on the first regular pay date immediately succeeding, and administratively practicable, the expiration of the seven (7) day revocation period set forth in the general release required by Section 4(j). First Busey will be obligated to make all payments that become due to Executive under this Section 4(g) whether or not Executive obtains other employment following termination or takes steps to mitigate any damages that Executive claims to have sustained as a result of termination. The payments and other benefits provided for in this Section 4(g) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Executive or for Executive’s account as of the effective date of his Covered Terminationtermination. (giv) If First Busey and Executive relocates his primary residence intend that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an “Excess Parachute Payment” as defined in connection with obtaining new employment and such relocation occurs within thirty-six months Section 280G of the date Internal Revenue Code of his Covered Termination1986, upon providing documentation as amended (the “Code”), or its successors. It is agreed that the present value of such relocation acceptable any payments to or for the Companybenefit of Executive in the nature of compensation, Executive as determined by the legal counsel or certified public accountants for First Busey in accordance with Section 280G(d)(4) of the Code, receipt of which is contingent on the Change of Control of First Busey, and to which Section 280G of the Code applies (in the aggregate “Total Payments”), shall be entitled to receive a lump sum cash reduced, as necessary, such that the payment in will not exceed an amount equal to 25% one dollar ($1.00) less than the maximum amount which First Busey may pay without loss of his annual salary on deduction under Section 280G(a) of the date of his Covered TerminationCode. (hv) The Company shall cause the SERP and DCP First Busey may elect to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, defer any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan payments that may be implemented in the future. (jbecome due to Executive under this Section 4(g) Executive shall be entitled to continued accessif, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which payments become due, First Busey is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause First Busey’s capital to fall below such Covered Termination is basedminimum capital requirements. In this event, First Busey will resume making the payments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. If Executivethe Employee's employment with the Company is terminated by the Company or any subsidiary thereof or successor thereto shall be subject to a Covered TerminationWithout Cause, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), shall pay or provide the Employee with the following severance benefits:benefits (collectively the "Severance Benefits"): (a) A lump sum cash payment The Employee's then current annual base salary shall be continued for a period of one year after the effective date of the termination of the Employee's employment (the "Effective Termination Date"). Such payments shall be paid monthly in an amount equal to Executive's Severance Amountarrears. (b) A lump sum The Employee shall be paid a cash payment Actuarially Equivalent (as such term is defined amount equal to a pro rata share of the annual bonus, if any, that the Employee would have received under the terms of the annual bonus plan being maintained by the Company for the fiscal year in which the Effective Termination Date occurs. The total annual bonus the Employee would have received shall be determined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit same manner and paid at age sixty-two under the SERP same time it would have been determined and paid if Executive has attained age fifty-five or older as the Employee had continued his employment with the Company, except the total annual bonus shall be based solely upon the achievement of Company objectives and not on achievement of the date of his Covered Termination, or to ExecutiveEmployee's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as personal management objectives. The pro rata share of the date total annual bonus to be paid to the Employee pursuant to this Agreement shall be determined based upon the number of his Covered Terminationdays the Employee was employed by the Company during the fiscal year through the Effective Termination Date. (c) A lump sum The Employee shall be paid a cash payment Actuarially Equivalent (as such amount equal to a pro rata share of the supplemental bonus, if any, that the Employee would have received under the terms of the long-term is defined supplemental bonus plan being maintained by the Company for the fiscal year in which the Effective Termination Date occurs. The total supplemental bonus the Employee would have received shall be determined in the Pension Plansame manner it would have been determined if the Employee had continued his employment with the Company, except the total supplemental bonus shall be equal to the lesser of the Employee's individual share of the supplemental bonus pool: (i) at the end of the most recently completed accounting period prior to Executive's projected normal retirement benefit under the DCP.Effective Termination Date, or (ii) at the end of the fiscal year in which the Effective Termination Date occurs. The pro rata share of the total supplemental bonus to be paid to the Employee pursuant to this Agreement shall be determined based upon the number of days the Employee was employed by the Company from the beginning of the period covered by the long-term supplemental bonus plan through the Effective Termination Date. The cash amount required by this Paragraph (d) If Executive is not eligible for retiree medical coverage as of the The termination date of his Covered Termination, Executive shall be entitled any options to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee purchase shares of the Company's common stock held by the Employee on the Effective Termination Date shall be extended for a period of one year after the Effective Termination Date. (e) For a period of one year after the Effective Termination Date, the Company shall pay to Executive a lump sum cash payment in amount equal directly, or shall reimburse the Employee for the actual costs of continuing coverage for the Employee and his dependents under the comprehensive medical and health plan maintained by the Company for the benefit of the Company's officers and employees generally, pursuant to the economic value provisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). The Company and the Employee agree to cooperate and to execute such notices, elections, and other forms or documentation as may be necessary to continue such comprehensive medical and health coverage under COBRA. If the Employee and his dependents are determined, for reasons beyond the control of the Company, to be ineligible to receive continued coverage under COBRA, the Employee may obtain, to the extent available, individual health insurance coverage, for a period of one year after the Effective Termination Date, for himself and his dependents, providing substantially the same benefits and the Company shall reimburse him for the cost of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, individual coverage up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination$2,000.00. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment Employee terminates for Good Reason or is terminated by Choice for any reason other than Cause, Change in Control Termination, Disability or death and Employee executes the Release Agreement within twenty-one (21) days of the Termination Date (or forty-five (45) days if such longer review period is required by the Company or any subsidiary thereof or successor thereto ADEA) and has not revoked the Release Agreement as permitted therein, Choice shall be subject provide to Employee, in consideration of Employee’s promises and covenants contained in this Agreement and the Release Agreement, a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsSeverance Benefit equal to: (a) A lump sum cash During the Severance Benefit Period, a bi-weekly payment in an amount equal to Executive's Severance Amount.Employee’s bi-weekly base salary rate on the Termination Date, less standard deductions, payable in installments in accordance with Choice’s normal payroll practices (“Discretionary Pay”) ; (b) A lump sum cash payment Actuarially Equivalent (as such term is defined If the Termination Date occurs after June 30 in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as a given year, then Employee shall be eligible for full payout of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under bonus for that fiscal year based on the SERP, plus three years of Credited Service (as such term is defined in actual attainment level for the SERP) if Executive has not attained age fifty-five as company objectives and at 100% deemed attainment of the date of his Covered Terminationindividual Management Bonus Objectives. The bonus will be paid out, if at all, at such time as the other corporate officers receive their bonus. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in Stock option and stock awards granted under Choice’s Long-Term Incentive Plan after the Pension Plan) date of this Agreement shall continue to Executive's projected normal retirement benefit under vest and be exercisable during the DCPSeverance Benefit Period. At the end of the Severance Benefit Period, vesting shall cease and Employee shall have 90 days thereafter to exercise all stock options that are vested at the end of the Severance Benefit Period. (d) If Executive is not eligible During the Severance Benefit Period, Choice will provide Employee at its expense with its standard outplacement services for retiree medical coverage as of the date of his Covered Terminationexecutive level employees. Upon obtaining other employment, Executive shall Employee will be entitled ineligible to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefitreceiving these outplacement services at Choice’s expense. (e) Executive shall be entitled to receive reimbursements During the Severance Benefit Period, (i) Employee may continue deductions for outmedical, dental, and pre-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Terminationtax spending accounts while receiving Discretionary Pay, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable Employee consents to the Companycustomary deductions for such benefits from Discretionary Pay, Executive shall be entitled and (ii) Choice will continue to receive a lump sum cash payment in an amount equal pay employer contributions to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP Employee’s medical and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraphdental insurance, and pre-tax spending accounts while Employee is receiving Discretionary Pay. Further, any severance benefits paid pursuant to this Paragraph Choice will be deemed to be a severance payment and not compensation stop optional deductions for purposes of determining benefits under the Company's qualified items such as retirement plans and shall life insurance with Employee’s last paycheck for regular hours worked through the Termination Date. Employee will be subject eligible to any required tax withholding. (i) Notwithstanding anything continue group health and dental benefits at Employee’s own expense in accordance with and to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive extent required by the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the futurefederal COBRA law. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Covered TerminationChange of Control occurs, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself himself and, where applicable, his eligible dependents following his Involuntary Termination for up to thirty-six months following (the date "Continuation Period"), as long as Executive continues either to pay the premiums paid by active employees of his Covered Terminationthe Company for such coverages or to pay the actual (nonsubsidized) cost of such coverages for which the Company does not subsidize for active employees. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees, and the applicable payments shall adjust as premiums for active employees of the Company or actual costs, whichever is applicable, change. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Nothing herein shall be deemed to adversely affect in any way the additional rights, after consideration of the Continuation Period, of Executive is and his eligible for retiree medical dependents to health care continuation coverage as required pursuant to Part 6 of Title I of the date Employee Retirement Income Security Act of his Covered Termination1974, Executive shall receive earned retiree benefits as long as Executive continues amended. If, for any reason, Company is unable to pay the required premiums for such benefits. Notwithstanding the foregoing, if continue any of the Welfare Benefit Coverages cannot be continued during a period when in which Executive is not an employee of the Companywould otherwise be entitled to continue such Welfare Benefit Coverage(s), the Company shall pay to Executive a lump sum cash payment in an amount equal to the economic value of such benefitWelfare Benefit Coverage(s). (ec) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% cost of his annual salary as of the date of his Covered Termination$6,000, or an equivalent cash payment, if Executive either has or is not seeking new employment. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (hd) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant under this Agreement shall be paid to this ParagraphExecutive on or before the tenth business day after the last day of Executive's employment with the Company; provided, however, that such severance benefits shall not be paid earlier than the day after expiration of the revocation period for the release required by Paragraph 6(i). Further, any Any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If In the event that Executive's ’s employment is terminated by the Company without Cause, by the Company by Notice of Non-Renewal, or any subsidiary thereof or successor thereto shall be subject by Executive pursuant to a Covered TerminationGood Reason, then Executive shall be entitled to receive, as additional compensation for services rendered in addition to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the CompanyAccrued Obligations, Executive shall be entitled to receive a lump sum cash payment severance benefits (the “Severance Benefits”), subject to and in an amount equal to 25% accordance with the terms of his annual salary on the date of his Covered Termination.this Section. The Severance Benefits shall consist of: (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (ja) Executive shall receive payment of an amount (the “Severance Pay”) equal to Executive’s Base Salary immediately prior to the Termination Date (or, if Good Reason was attributable to the Company’s failure to pay the minimum amount of Base Salary provided herein, such minimum amount) for twelve (12) months following the Termination Date (the “Severance Period”). The Severance Pay shall be entitled to continued accesspaid in the form of salary continuation, for commencing within sixty (60) days following the remainder Termination Date on the first regularly scheduled payroll date of the Company that is processed after the effective date of the Separation Agreement (defined below), except that, if the Separation Agreement may be executed and/or revoked in a calendar year following the calendar year in which a Covered the Termination Date occurs, to the financial planning services available to executive employees Severance Pay shall commence on the first regularly scheduled payroll date of the Company at in the time calendar year in which the consideration or, if applicable, release revocation period ends to the extent necessary to comply with Section 409A. The first such payment shall include payment for any payroll dates between the Termination Date and the date of such payment. (b) During the Severance Period until such time, if any, as Executive is eligible for group health insurance benefits from another employer, Executive shall be eligible to continue to participate in the Company’s group health insurance benefits on the same terms and conditions as then applicable to current employees, except that, if Executive is not permitted to continue to participate in any such health insurance plans for any portion of the Change Severance Period as a result of Control upon which the terms of such Covered Termination plans or applicable law and Executive elects to continue his or his dependents’ health insurance benefits pursuant to COBRA, the Company will pay or reimburse Executive for the portion of the COBRA premium that is basedequal to the insurance premium the Company would pay if Executive was then an active employee of the Company. Following the Severance Period, should Executive elect to continue his or his dependents’ health insurance benefits, Executive shall be responsible for the entire cost thereof. If the Company is unable to provide the benefit provided above in this paragraph without violating applicable health care discrimination laws, then, in lieu of such benefit, the Company shall pay Executive (A) a cash payment equal to the economic equivalent of such benefit and (B) a full tax gross-up, if applicable, with respect to such cash payment so that Executive has no after tax consequences with respect to such cash payment and the related tax gross up payment.

Severance Benefits. If Executive's employment Employee terminates for Good Reason or is terminated by Choice for any reason other than Cause, Change in Control Termination, Disability or death and Employee executes the Release Agreement within twenty-one (21) days of the Termination Date (or forty-five (45) days if such longer review period is required by the Company or any subsidiary thereof or successor thereto ADEA) and has not revoked the Release Agreement as permitted therein, Choice shall be subject provide to Employee, in consideration of Employee’s promises and covenants contained in this Agreement and the Release Agreement, a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsSeverance Benefit equal to: (a) A lump sum cash During the Severance Benefit Period, a bi-weekly payment in an amount equal to Executive's Severance Amount.Employee’s bi-weekly base salary rate on the Termination Date, less standard deductions, payable in installments in accordance with Choice’s normal payroll practices (“Discretionary Pay”); (b) A lump sum cash payment Actuarially Equivalent (as such term is defined If the Termination Date occurs after June 30 in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as a given year, then Employee shall be eligible for full payout of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under bonus for that fiscal year based on the SERP, plus three years of Credited Service (as such term is defined in actual attainment level for the SERP) if Executive has not attained age fifty-five as company objectives and at 100% of the date of his Covered Terminationindividual Management Bonus Objectives. The bonus will be paid out, if at all, at such time as the other corporate officers receive their bonus. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in Stock option and stock awards granted under Choice’s Long-Term Incentive Plan after the Pension Plan) date of this Agreement shall continue to Executive's projected normal retirement benefit under vest and be exercisable during the DCPSeverance Benefit Period. At the end of the Severance Benefit Period, vesting shall cease and Employee shall have 90 days thereafter to exercise all stock options that are vested at the end of the Severance Benefit Period. (d) If Executive is not eligible During the Severance Benefit Period, Choice will provide Employee at its expense with its standard outplacement services for retiree medical coverage as of the date of his Covered Terminationexecutive level employees. Upon obtaining other employment, Executive shall Employee will be entitled ineligible to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefitreceiving these outplacement services at Choice’s expense. (e) Executive shall be entitled to receive reimbursements During the Severance Benefit Period, (i) Employee may continue deductions for outmedical, dental, and pre-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Terminationtax spending accounts while receiving Discretionary Pay, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable Employee consents to the Companycustomary deductions for such benefits from Discretionary Pay, Executive shall be entitled and (ii) Choice will continue to receive a lump sum cash payment in an amount equal pay employer contributions to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP Employee’s medical and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraphdental insurance, and pre-tax spending accounts while Employee is receiving Discretionary Pay. Further, any severance benefits paid pursuant to this Paragraph Choice will be deemed to be a severance payment and not compensation stop optional deductions for purposes of determining benefits under the Company's qualified items such as retirement plans and shall life insurance with Employee’s last paycheck for regular hours worked through the Termination Date. Employee will be subject eligible to any required tax withholding. (i) Notwithstanding anything continue group health and dental benefits at Employee’s own expense in accordance with and to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive extent required by the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the futurefederal COBRA law. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Covered TerminationChange of Control occurs, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself himself and, where applicable, his eligible dependents following his Involuntary Termination for up to thirty-six twenty four months following (the date "Continuation Period"), as long as Executive continues either to pay the premiums paid by active employees of his Covered Terminationthe Company for such coverages or to pay the actual (nonsubsidized) cost of such coverages for which the Company does not subsidize for active employees. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees, and the applicable payments shall adjust as premiums for active employees of the Company or actual costs, whichever is applicable, change. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Nothing herein shall be deemed to adversely affect in any way the additional rights, after consideration of the Continuation Period, of Executive is and his eligible for retiree medical dependents to health care continuation coverage as required pursuant to Part 6 of Title I of the date Employee Retirement Income Security Act of his Covered Termination1974, Executive shall receive earned retiree benefits as long as Executive continues amended. If, for any reason, Company is unable to pay the required premiums for such benefits. Notwithstanding the foregoing, if continue any of the Welfare Benefit Coverages cannot be continued during a period when in which Executive is not an employee of the Companywould otherwise be entitled to continue such Welfare Benefit Coverage(s), the Company shall pay to Executive a lump sum cash payment in an amount equal to the economic value of such benefitWelfare Benefit Coverage(s). (ec) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% cost of his annual salary as of the date of his Covered Termination$6,000, or an equivalent cash payment, if Executive either has or is not seeking new employment. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (hd) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant under this Agreement shall be paid to this ParagraphExecutive on or before the tenth business day after the last day of Executive's employment with the Company; provided, however, that such severance benefits shall not be paid earlier than the day after expiration of the revocation period for the release required by Paragraph 6(i). Further, any Any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to Following a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered and subject to the Company (including its subsidiaries)terms and conditions set forth in Section 1.3, Executive will be eligible for the following severance compensation and benefits: (a) A lump Severance pay at the rate of Executive’s base salary in effect immediately prior to the effective date of the Covered Termination for a period (the “Severance Period”) of [12/9/6] months from the date that the Release described in Section 1.3 below becomes effective and may no longer be revoked by Executive (the “Release Effective Date”), 1 less applicable withholdings and deductions as required by law, paid on the regular payroll dates of the Company, beginning with the first such date that occurs following the Release Effective Date. Notwithstanding the above, any severance payments that are regularly scheduled to occur under the provisions herein after March 15 of the calendar year following the year in which Executive’s right to receive severance begins shall instead be accelerated and paid in full through a lump-sum cash payment in an amount equal to Executive's Severance Amountpayment, less applicable withholdings and deductions as required by law, on March 15 of the subsequent calendar year. (b) A lump sum cash payment Actuarially Equivalent (as such term If Executive is defined participating in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as group health insurance plans of the Company on the effective date of his the Covered Termination, and Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay or shall reimburse Executive for that portion of Executive’s COBRA premiums that the Company was paying on behalf of Executive and his eligible dependents, if any, for such group health coverage immediately prior to Executive's accrued supplemental monthly benefit under the SERPCovered Termination for the Severance Period or for the continuation period for which Executive is eligible, plus three years of Credited Service (as such term whichever is defined in the SERP) shorter. The Company’s COBRA premium payment or reimbursement obligation will end immediately if Executive has obtains comparable health care insurance coverage from any other source during the Severance Period, and Executive agrees to promptly notify the Company upon obtaining such coverage. This Section 1.2(b) is not attained age fifty-five as intended to affect, nor does it affect, the rights of the date of his Covered TerminationExecutive, or Executive’s covered dependents, under any applicable law with respect to health insurance continuation coverage. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment The compensation and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay provided to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. FurtherAgreement are in lieu of, and not in addition to, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, which Executive shall may otherwise be entitled to receive under any other agreement between Executive and the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan Company or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued accessCompany severance plan, for the remainder policy or program, including any individually negotiated severance provisions as part of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of any offer letter or employment agreement between the Company at the time of the Change of Control upon which such Covered Termination is basedand Executive.

Severance Benefits. If Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject terminates due to a Covered TerminationTermination after the date of execution of this Agreement, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (ai) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term any annual base salary and bonus compensation that has accrued but is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older unpaid as of the date of his such Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service ; (as such term is defined in the SERPii) if Executive has not attained age fifty-five as of on the date of his Covered Termination. sixty (c60) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months days following the date on which the Covered Termination occurred, a lump sum payment equal to One Hundred Fifty percent (150%) of his Executive’s annual base salary as in effect during the last regularly scheduled payroll period immediately preceding the Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, the amounts payable under this Article IV shall be reduced by the amount of severance or other cash compensation, if any any, payable under the Company’s Change of Control Severance Plan. All of the Welfare Benefit Coverages cannot amounts payable under this Agreement shall be continued during a period when Executive is not an employee of the Companysubject to applicable tax withholding. In addition, the Company shall pay use commercially reasonable efforts to facilitate the issuance of health care benefit coverage for Executive and Executive’s covered dependents for a lump sum cash payment in amount equal period of up to twenty-four (24) months following a Covered Termination. To the economic value extent permitted by applicable law and the terms of the Company’s group health plans, the date that the Company ceases to facilitate such benefit. (e) Executive health care benefit coverage shall be entitled deemed to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of be the date of his Covered Termination, up to a maximum amount equal to 15% the “qualifying event” for Executive and Executive’s covered dependents for the purposes of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to electing COBRA continuation coverage under the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary ’s group health plans. For the twelve (12) month period commencing on the date of his the Covered Termination, the Company shall reimburse Executive to the extent necessary so that the coverage facilitated or provided under this paragraph for Executive and Executive’s covered dependents shall be at the same cost to Executive as in effect immediately prior to the Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject First Busey will pay severance benefits to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsfollows: (ai) A lump sum cash payment in If this Agreement and Executive’s employment hereunder are terminated by First Busey without Cause pursuant to Section 4(a), or by reason of Executive’s Constructive Discharge pursuant to Section 4(c), First Busey will pay Executive an amount equal to the sum of (A) Executive's ’s then applicable annual Base Salary, plus (B) the amount of the most recent performance bonus that First Busey paid to Executive pursuant to Section 3(b), plus (C) the amount contributed by First Busey on behalf of Executive to First Busey’s tax-qualified retirement plans (other than Internal Revenue Code Section 401(k) contributions) for the calendar year immediately preceding Executive’s termination of employment (collectively, the “Severance AmountPayment”). First Busey will also reimburse Executive for up to twelve (12) months for continuing coverage under First Busey’s health insurance pursuant to the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive remains eligible for such COBRA continuation for such period following the effective date of termination, provided further that to the extent Executive paid a portion of the premium for such benefit while employed Executive shall continue to pay such portion during the period of continuation hereunder and any period of continuation hereunder shall be credited against the continuation rights under COBRA and Executive will be required to complete all COBRA election and other forms. (bii) A lump sum cash payment Actuarially Equivalent Notwithstanding Section 4(g)(i) and in lieu of any payments provided for thereunder, if this Agreement and Executive’s employment are terminated within one (as such term is defined in 1) year after the Pension Plan) occurrence of a Change of Control either by Executive pursuant to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(sSection 4(c) (with Constructive Discharge) or by First Busey or its successor pursuant to Section 4(a) (Termination Without Cause), First Busey or its successor will pay Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to two (2) times the Severance Payment. In this event, First Busey or its depreciated book value successor will also reimburse Executive for twenty-four (24) months for continuing coverage under First Busey’s health insurance pursuant to COBRA, provided that Executive remains eligible for such COBRA continuation for such period following the effective date of termination, provided further that to the extent Executive paid a portion of the premium for such benefit while employed Executive shall continue to pay such portion during the period of continuation hereunder and any period of continuation hereunder shall be credited against the continuation rights under COBRA and Executive will be required to complete all COBRA election and other forms. (iii) All payments that become due to Executive under this Section 4(g) will be made in substantially equal installments in accordance with First Busey’s regular payroll practices over the one (1) year period (provided that if payment is being made pursuant to Section 4(g)(ii), payment shall be made over two (2) years) commencing on the first regular pay date immediately succeeding, and administratively practicable, the expiration of the seven (7) day revocation period set forth in the general release required by Section 4(j). First Busey will be obligated to make all payments that become due to Executive under this Section 4(g) whether or not Executive obtains other employment following termination or takes steps to mitigate any damages that Executive claims to have sustained as a result of termination. The payments and other benefits provided for in this Section 4(g) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Executive or for Executive’s account as of the effective date of his Covered Terminationtermination. (giv) If First Busey and Executive relocates his primary residence intend that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an “Excess Parachute Payment” as defined in connection with obtaining new employment and such relocation occurs within thirty-six months Section 280G of the date Internal Revenue Code of his Covered Termination1986, upon providing documentation as amended (the “Code”), or its successors. It is agreed that the present value of such relocation acceptable any payments to or for the Companybenefit of Executive in the nature of compensation, Executive as determined by the legal counsel or certified public accountants for First Busey in accordance with Section 280G(d)(4) of the Code, receipt of which is contingent on the Change of Control of First Busey, and to which Section 280G of the Code applies (in the aggregate “Total Payments”), shall be entitled to receive a lump sum cash reduced, as necessary, such that the payment in will not exceed an amount equal to 25% one dollar ($1.00) less than the maximum amount which First Busey may pay without loss of his annual salary on deduction under Section 280G(a) of the date of his Covered TerminationCode. (hv) The Company shall cause the SERP and DCP First Busey may elect to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, defer any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan payments that may be implemented in the future. (jbecome due to Executive under this Section 4(g) Executive shall be entitled to continued accessif, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which payments become due, First Busey is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause First Busey’s capital to fall below such Covered Termination is basedminimum capital requirements. In this event, First Busey will resume making the payments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. If Executive's ’s employment is terminated by the Company without Cause, or any subsidiary thereof due to Executive’s death or successor thereto Disability, or as a result of Executive’s resignation for Good Reason (each a “Covered Termination”), Executive (or Executive’s estate, as applicable) shall be subject eligible to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), receive the following severance benefits: : (a1) A lump sum cash payment in of an amount equal to twelve (12) months of Executive's Severance Amount. ’s Base Salary in effect immediately prior to the Separation Date, less applicable payroll tax withholdings and deductions (bthe “Severance”); and (2) A lump sum cash payment Actuarially Equivalent twelve (as such term is defined 12) months of accelerated vesting of Executive’s Equity Awards (so that Executive becomes vested in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under portion of the SERP Equity Awards that would have become vested if Executive remained employed for 365 days after the Separation Date). (For avoidance of doubt, to the extent that any performance criteria under any Equity Award has attained age fifty-five or older not been satisfied as of the date of his Covered TerminationSeparation Date, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five Equity Awards shall terminate as of the Separation Date and shall not be subject to the foregoing accelerated vesting benefit.) Except for the foregoing accelerated vesting benefit, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of the governing health insurance policies, the Company will reimburse the monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve (12) months after the Separation Date or until such earlier date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not either becomes eligible for retiree medical group health insurance coverage as through a new employer or ceases to be eligible for COBRA coverage (the “COBRA Payment Period”). Executive must submit to the Company appropriate documentation of the date foregoing health insurance payments, within sixty (60) days of his Covered Terminationmaking such payments, Executive shall in order to be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefitsreimbursed. Notwithstanding the foregoing, if any the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee Public Health Service Act), at the end of each remaining month of the CompanyCOBRA Payment Period, the Company shall pay Executive directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to Executive (assuming a lump sum cash payment 35% tax rate). Executive agrees to promptly notify the Company in amount equal to writing if Executive becomes eligible for group health insurance coverage through a new employer before the economic value end of such benefit. (ethe specified reimbursement period. For sake of reference, all severance benefits provided in entire subsection 9(g)(i) Executive shall be entitled referred to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of collectively as the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination“Severance Benefits. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.”

Severance Benefits. If Executive's employment Employee terminates for Good Reason or is terminated by Choice for any reason other than Cause, Change in Control Termination, Disability or death and Employee executes the Release Agreement within twenty-one (21) days of the Termination Date (or forty-five (45) days if such longer review period is required by the Company or any subsidiary thereof or successor thereto ADEA) and has not revoked the Release Agreement as permitted therein, Choice shall be subject provide to Employee, in consideration of Employee’s promises and covenants contained in this Agreement and the Release Agreement, a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsSeverance Benefit equal to: (a) A lump sum cash During the Severance Benefit Period, a bi-weekly payment in an amount equal to Executive's Severance Amount.Employee’s bi-weekly base salary rate on the Termination Date, less standard deductions, payable in installments in accordance with Choice’s normal payroll practices (“Discretionary Pay”) ; (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in Any bonus(es) that would have otherwise been paid during the Pension Plan) to Executive's unreduced projected supplemental monthly benefit Severance Benefit Period. Such bonuses shall be paid at age sixty-two 100% of Employee’s target under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Terminationapplicable bonus plan. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in Stock option and stock awards granted under Choice’s Long-Term Incentive Plan after the Pension Plan) date of this Agreement shall continue to Executive's projected normal retirement benefit under vest and be exercisable during the DCPSeverance Benefit Period. At the end of the Severance Benefit Period, vesting shall cease and Employee shall have 90 days thereafter to exercise all stock options that are vested at the end of the Severance Benefit Period. (d) If Executive is not eligible During the Severance Benefit Period, Choice will provide Employee at its expense with its standard outplacement services for retiree medical coverage as of the date of his Covered Terminationexecutive level employees. Upon obtaining other employment, Executive shall Employee will be entitled ineligible to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefitreceiving these outplacement services at Choice’s expense. (e) Executive shall be entitled to receive reimbursements During the Severance Benefit Period, (i) Employee may continue deductions for outmedical, dental, and pre-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Terminationtax spending accounts while receiving Discretionary Pay, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable Employee consents to the Companycustomary deductions for such benefits from Discretionary Pay, Executive shall be entitled and (ii) Choice will continue to receive a lump sum cash payment in an amount equal pay employer contributions to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP Employee’s medical and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraphdental insurance, and pre-tax spending accounts while Employee is receiving Discretionary Pay. Further, any severance benefits paid pursuant to this Paragraph Choice will be deemed to be a severance payment and not compensation stop optional deductions for purposes of determining benefits under the Company's qualified items such as retirement plans and shall life insurance with Employee’s last paycheck for regular hours worked through the Termination Date. Employee will be subject eligible to any required tax withholding. (i) Notwithstanding anything continue group health and dental benefits at Employee’s own expense in accordance with and to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive extent required by the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the futurefederal COBRA law. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject (a) Medical and Dental Benefits Coverage Continuation. Under federal health care continuation coverage law (referred to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries"COBRA"), the following severance benefits: Eligible Employee who is receiving health care coverage under an Employer-sponsored health plan is entitled to elect health care continuation coverage under the applicable Employer health plan if his/her employment terminates for certain reasons. Any of the Triggering Events would qualify the Eligible Employee to receive such continuation coverage, subject to the terms of the applicable health plan and governing law. Under COBRA, the Eligible Employee is required to pay the full cost for such coverage plus a two-percent administrative fee. If an Eligible Employee experiences a Triggering Event before his or her WARN Notice Period (aif applicable) A lump sum cash payment in expires, his or her COBRA rights begin when the WARN Notice Period expires. If an amount equal Eligible Employee elects to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined exercise his/her applicable COBRA continuation rights under the Employer health plan, the Eligible Employee will only be required to pay the same share of the applicable premium that would apply if he or she were participating in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixtyplan as an active employee. This Employer-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible subsidized premium continues for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits a period lasting as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall Eligible Employee would be entitled to receive reimbursements for out-placement services regular (i.e., not Change in connection with obtaining new employment incurred within twelve months of Control) severance pay under this Plan (as described in the date of his Covered Terminationmiddle column on the previous page) if severance pay were not paid in a lump sum, up limited to a maximum amount equal to 15% period of his annual salary as of six (6) months. Even if the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be Eligible Employee is entitled to receive a lump sum cash payment Change in an amount equal to 25% of his annual salary on Control severance pay, the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to Employer-subsidized premium described in this Paragraph. Further, any severance benefits paid pursuant to this Paragraph Section 5.3 will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. stop after (i) Notwithstanding anything the period that applies to regular severance pay, or (ii) six (6) months, whichever period is shorter. Any partial month will be rounded up to the contrary in this Agreementnext whole month. After the Employer-subsidized premium period ends, upon a Change of Control, Executive the Eligible Employee shall be entitled required to receive pay the benefits provided under full applicable COBRA premium. All of the Central terms and South West Corporation 1992 Longconditions of an Employer-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive sponsored medical and dental benefit plans, as amended from time to time, shall be entitled applicable to continued accessan Eligible Employee (and his/her eligible dependents, for the remainder if applicable) participating in any form of the calendar year in which continuation coverage under a Covered Termination occurs, Employer-sponsored medical and dental benefit plans. This Plan is not to the financial planning services available be interpreted to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is basedexpand an Eligible Employee's health care continuation rights under COBRA.

Severance Benefits. If Executive's ’s employment is terminated either by the Company without Cause (but not due to Executive’s death or any subsidiary thereof Disability) or successor thereto shall be subject to as a result of Executive’s resignation for Good Reason (each a “Covered Termination”), then Executive shall be entitled eligible to receive, as additional compensation for services rendered to the Company (including its subsidiaries), receive the following severance benefits: : (a1) A lump sum cash payment in an continued payments of a total amount equal to six (6) months of Executive's Severance Amount. ’s Base Salary in effect immediately prior to the Separation Date, less any applicable withholdings and deductions (bthe “Severance”); and (2) A lump sum cash payment Actuarially Equivalent twelve (as such term is defined 12) months of accelerated vesting of Executive’s Equity Awards, including any additional awards of stock options and/or Restricted Stock Units (so that Executive becomes vested in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixtyportion of all such awards that would have become vested, in accordance with the Equity Awards’ regular, service-two under the SERP based vesting schedule, if Executive remained employed for 365 days after the Separation Date). For the avoidance of doubt, to the extent that any performance criteria under any Equity Award has attained age fifty-five or older not been satisfied as of the date of his Covered TerminationSeparation Date, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five Equity Award shall terminate as of the Separation Date, and shall not be subject to the foregoing accelerated vesting benefit. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of the governing health insurance policies, the Company will reimburse the monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for six (6) months after the Separation Date or until such earlier date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not either becomes eligible for retiree medical group health insurance coverage as through a new employer or ceases to be eligible for COBRA coverage (the “COBRA Payment Period”). Executive must submit to the Company appropriate documentation of the date foregoing health insurance payments, within sixty (60) days of his Covered Terminationmaking such payments, Executive shall in order to be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefitsreimbursed. Notwithstanding the foregoing, if any the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee Public Health Service Act), at the end of each remaining month of the CompanyCOBRA Payment Period, the Company shall pay to Executive directly a lump sum cash payment in taxable monthly amount equal to the economic value monthly COBRA Payment that Executive would be required to pay to continue his or her group health insurance coverage, which payments will be made regardless of whether Executive elects COBRA continuation coverage; and provided, further, that if the Company determines, in its sole discretion, at any time that it cannot provide such benefit. (etaxable amounts without a substantial risk of violating applicable law, Executive will not receive the COBRA Payments or any further taxable monthly amounts. Executive agrees to promptly notify the Company in writing if Executive becomes eligible for group health insurance coverage through a new employer before the end of the specified reimbursement period. For sake of reference, all severance benefits provided in entire subsection 9(g)(i) Executive shall be entitled referred to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of collectively as the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination“Severance Benefits. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.”

Severance Benefits. If Executive's employment by the Company Employees indefinitely laid off because of mill closure or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall partial mill closure will be entitled to receiveseverance pay of eighty (80) hours straight time pay for each contin- uous year of service, as additional compensation and thereafter for services rendered partial years in increments of completed months of service with the Company. The total severance is not to exceed a max- imum of two thousand and eighty hours (2080) pay. For purposes of the application of Article 21.04 of the Collective Agreement, the Company (including its subsidiaries)and the Union agree that a layoff arising from a mill closure or a par- tial mill closure will be considered “indefinite” so as to give rise to severance benefits under this Article when the layoff exceeds 180 days. When layoffs reach 180 days in duration the Company will offer severance benefits pursuant to this Article to employees. Employees offered severance pay may elect to receive severance immediately or may elect to postpone their receipt of severance until seniority runs out under Article 13.04. Employees who have elected to postpone their sever- ance payment may nonetheless advise the Company of their intention to receive pay within the next scheduled pay cycle. When an Employee receives severance benefits from the Company under Article 21.04 their employment is deemed to be terminated, and all seniority and recall rights under the following severance benefits: (a) A lump sum cash payment Collective Agreement are forfeited. The Company and the Union agree that this Letter of Understanding forms part of the Collective Agreement currently in an amount equal effect between the Company and the Union. Incumbent Volcano positions are to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined be filled by the Backup who has applied for the position and has the longest length of time in the Pension PlanBackup position. They must have a valid Alberta Boilers Safety Association Fourth Class Power Engineering Certificate of Com- petency or higher. Volcano Backup positions are to be filled by the most senior employee applying for the job with a minimum successful completion of an approved 5th Class Power Engineering course. The Company will provide opportunities for four (4) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under employees either taking or having completed the SERP 5th Class Power Engineering course. These opportunities will be offered respecting site seniority. For clarity, if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time attempted to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment fill all backup and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive desired opportunity bids, and there is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an no qualified employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change vacancy, manage- ment has the right to hire outside of Control upon which such Covered Termination is based.the organization. The following premiums will be paid: • For Third Class Power Engineering Certificate of Competency, a total of $1.00 per hour for all hours worked that are not at the Chief Power En- gineer rate. • For Fourth Class Power Engineering Certificate of Competency, a total of $0.50 per hour for all hours worked that are not at the Volcano Operator rate. • For Fifth Class Power Engineering Certificate of Competency, a total of $0.25 per hour for all hours worked that are not at the Volcano Operator rate. When recalling employees who are on layoff, the Com- pany will phone individuals in seniority order, as stated under Article 13.03, to confirm their interest in return- ing to work. If no answer, we will revert to Article 13.03. The Company will maintain a log of calls made and re- sponses made to share with the Union as requested. Dated this 9th day of April, 2009. (“the Union”) Letter of Understanding

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (the “Salary Payment”), (ii) if the termination occurs prior to the payment of an annual cash incentive award from the prior completed year, the Company will pay the Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Company (the “Prior Year Bonus Payment”), (iii) the Company will pay the Executive a pro rata amount of the Executive's ’s annual cash incentive award target for the current year (pro-rated based on the percentage of the year worked prior to the termination) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for a period of up to twelve (12) months following the Termination Date, subject to earlier termination if the Executive becomes eligible to participate in a group medical plan of another employer other than the Company’s group medical plan, at the same rate that the Executive would be required to contribute toward such coverage if he or she were actively employed (the “COBRA Coverage”), and (vi) the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in the pharmaceutical industry, as determined by the Compensation Committee in its discretion (the “Outplacement Assistance”, collectively with the Salary Payment, the Aggregate Bonus Payment, and the COBRA Coverage, the “Cash Severance AmountBenefits”). (b) A lump sum cash payment Actuarially Equivalent Any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) held by the Executive as such term is of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, shall remain outstanding following the Termination Date until the expiration of the COC Equity Acceleration Period, as defined in Section 2(d)(ii) below (but shall not continue to vest in accordance with the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as terms of the date of his Covered Terminationapplicable award agreement) and eligible to vest only in accordance with Section 2(b) below, or with any such vesting to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary become effective on the date of his Covered Termination. (h) The the Change of Control. Any Time-Based Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable Equity Awards that do not vest pursuant to this ParagraphSection 2(b) shall terminate with no consideration due to the Executive (it being understood that if the Company does not make a Public Announcement (as defined below) or enter into a Definitive Agreement (as defined below) during the COC Equity Acceleration Period, or if Ironwood announces that such Definitive Agreement has been terminated or that Ironwood’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned, all Time-Based Company Equity Awards that are eligible to vest in accordance with Section 2(b) below will automatically terminate on the later of (A) the date on which Ironwood announces that such Definitive Agreement has been terminated or that Ironwood’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned (if Ironwood makes a Public Announcement or enters into a Definitive Agreement during the COC Equity Acceleration Period) and (B) the expiration of the COC Equity Acceleration Period). Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreementthe plan or award agreement under which the Company Equity Awards (as defined below) were issued, upon any outstanding vested stock options held by the Executive as of the Termination Date may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of ControlControl and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (the “Equity Severance Benefits” and together with the Cash Severance Benefits, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future“Severance Benefits”). (jc) Subject to Section 8 below, the Salary Payment and Aggregate Bonus Payment to which the Executive shall is entitled hereunder will be entitled paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to continued accesswhich a forty-five (45)-day release of claims consideration period is required under applicable law, for in which case such lump-sum payment will be made on the remainder first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date). In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which a Covered the Termination Date occurs, to and any reimbursement by the financial planning services available to executive employees Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the Company at third year following the time of calendar year in which the Change of Control upon which such Covered Termination is basedDate occurs.

Severance Benefits. If Executive's employment 4.6.1. Provided that, the Executive executes and delivers to the Company a general release of claims in the Company’s standard form (the “Release”) within 60 days following the effective date of termination (which Release will be delivered by the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Executive no later than 5 days following the effective date of the termination of the Executive’s employment) and the Executive does not revoke the Release within the period of time permitted by the Release, then, effective with the first pay period occurring on or after the 61st day following the effective date of the Executive's termination of employment, Company (including its subsidiaries), shall pay to the following severance benefits: (a) A lump sum cash payment in Executive an amount equal to one year of the Executive's ’s Base Salary then in effect (the “Severance Amount. Benefit”) payable over a one-year period on the Company’s standard pay schedule. In addition, provided the Executive executes the Release, the Company shall, for twelve (b12) A lump sum cash months following such termination, (i) reimburse the Executive for his reasonable costs of medical and dental coverage (if any) as provided under COBRA, (ii) reimburse the Executive for his reasonable costs incurred in maintaining his life and disability coverage (if any), and (iii) reimburse the Executive for all other benefits granted to the Executive in this Agreement, each at levels substantially equivalent to those provided by the Company to the Executive immediately prior to the termination of his employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the twelve (12) month payment Actuarially Equivalent period), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to the Executive prior to the termination. Reimbursements of expenses which provide for nonqualified deferred compensation under Internal Revenue Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s date of termination of employment. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year. Reimbursements shall be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, however, if as of the effective date of termination, the Executive constitutes a “specified employee” (as such term is defined under Section 409A of the Code (hereinafter “Section 409A”)), the Company shall instead pay the Severance Benefit to Executive in one lump sum payment on the Pension Plandate that is six (6) to months and one (1) day following the effective date of the termination of the Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as employment. Payment of the date of his Covered Termination, or Severance Benefit will in all cases be subject to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Terminationall applicable withholding. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect Apart from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Terminationany severance benefit, Executive shall receive earned retiree benefits as long as Executive continues to pay any accrued and unpaid Annual Bonus for the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal calendar year fully completed prior to the economic value date of such benefit. (e) Executive’s termination. Under this section, Executive shall not be entitled to receive reimbursements any portion of Executive’s Annual Bonus for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination the termination occurs. For avoidance of doubt, in the event the Executive does not execute the Release, the Executive shall be free to the financial planning services pursue any claim of wrongful termination or other claim available to executive employees him. 4.6.2. Notwithstanding any provisions now or hereafter existing under the Company’s Equity Incentive Plan or any other stock option plan or restricted share plan of the Company at or any entity which directly or indirectly controls the time Company, in the event of a Termination of Executive’s employment with the Change Company by Death or Disability, Termination by Executive of Control upon his employment with the Company for Good Reason, or Termination of Executive’s employment with the Company without Cause, all restricted shares and/or stock options previously awarded to Executive under the Company’s Equity Incentive Plan and/or any other agreement between the Company (or any entity which such Covered Termination is baseddirectly or indirectly controls the Company) shall immediately fully vest and no longer be subject to forfeiture.

Severance Benefits. If Executive's employment by (a) If, at any time on or after the Closing Date of a Change in Control and prior to the expiration of the Employment Period, Executive is involuntarily terminated, other than for Cause; terminates service with the Company as a result of Executive’s Disability; or any subsidiary thereof resigns his or successor thereto her position for Good Reason, HHC or the Subsidiary by which Executive is employed shall be subject to a Covered Termination, then pay Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (ai) A lump lump-sum cash payment in an severance amount equal to [ ]2 times Executive's Severance Amount’s Base Compensation and Average Annual Bonus. Said payment shall be in addition to his accrued, but unpaid annual salary and benefits through the date of termination. Said severance amount shall be paid in a lump-sum, subject to Section 5(d), within 90 days following Executive’s termination. (bii) A lump sum cash payment Actuarially Equivalent (as such term is defined As an additional severance benefit, HHC will provide Executive with [ ]3 months, beginning with the month immediately following the month in which the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as effective date of the date Change in Control occurs, (the “Coverage Period”) of his Covered Terminationcontinued coverage under HHC’s group health plan covering its executive associates, or to Executive's accrued supplemental monthly benefit under as the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall same may be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect amended from time to time for active employeestime, at the level of benefits (whether single or family coverage) previously elected by and in effect with respect to Executive immediately before the termination of Executive’s employment. Welfare Benefit Coverage(s) HHC shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues continue to pay the required premiums for such benefitssaid coverage during the Coverage Period to the same extent and in the same percentage as HHC pays premiums for similarly situated active executives participating in the group health plan. Notwithstanding this provision, however, coverage under HHC’s group health plan shall cease upon Executive becoming eligible for coverage under a group health plan of another employer providing substantially similar benefits prior to the foregoing, if any end of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the CompanyCoverage Period. For this purpose, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment eligible for coverage under another employer’s group health plan when Executive has met the eligibility requirements for coverage under such plan and completed any waiting period, whether or not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject Executive elects to any required tax withholding. (i) Notwithstanding anything to the contrary participate in this Agreement, upon a Change of Control, such coverage. Executive shall be entitled to receive responsible for notifying HHC of Executive’s eligibility for coverage under another employer’s plan during the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented Coverage Period; and, in the future. (j) Executive shall be entitled to continued access, for the remainder event of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.failure to

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Covered TerminationChange of Control occurs, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in an amount equal to the Pension Plan) remaining portion of any award to Executive under any prior years' EIP. Further, if Executive's unreduced projected supplemental monthly benefit at age sixty-two Involuntary Termination occurs on or after the date an award has been earned under the SERP if Executive has attained age fifty-five or older as of EIP, but prior to the date of such award is paid, Executive shall receive an additional lump sum cash payment in an amount equal to his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered TerminationTargeted EIP Award. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself himself and, where applicable, his eligible dependents following his Involuntary Termination for up to thirty-six months following months, as long as Executive continues either to pay the date premiums paid by active employees of his Covered Terminationthe Company for such coverages or to pay the actual (nonsubsidized) cost of such coverages for which the Company does not subsidize for active employees. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees, and the applicable payments shall adjust as premiums for active employees of the Company or actual costs, whichever is applicable, change. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Nothing herein shall be deemed to adversely affect in any way the additional rights, after consideration of this extension period, of Executive is and his eligible for retiree medical dependents to health care continuation coverage as required pursuant to Part 6 of Title I of the date Employee Retirement Income Security Act of his Covered Termination1974, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefitamended. (ed) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% cost of his annual salary as of the date of his Covered Termination$6,000, or an equivalent cash payment, if Executive either has or is not seeking new employment. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (he) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant under this Agreement shall be paid to this Paragraphan Executive on or before the fifth day after the last day of Executive's employment with the Company. Further, any Any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment The parties agree that Employee has been separated from service for a reason covered by the Company’s Executive Severance Plan (and that receipt of this Agreement shall serve as a “Notice of Termination” as described therein) and, thus, Employee is entitled to the benefits available under the Executive Severance Plan (and no other benefits) and only entitled to such benefits upon the Effective Date of this Agreement. The parties further agree that the Company will pay Employee certain additional compensation as described in this Agreement. Except as otherwise expressly described herein (in particular Paragraph 1(E)), the terms of the Executive Severance Plan and Employee’s Participation Agreement are hereby incorporated by reference and any inconsistency between the terms of the Executive Severance Plan or any subsidiary thereof or successor thereto the Participation Agreement and this Agreement will be resolved in favor of the terms of this Agreement. The Company agrees to provide Employee with the following (collectively, the “Severance Benefits”): (A) Severance Pay equal to Twenty-Four (24) months (the “Severance Period”) of salary, at Employee's regular monthly base pay as of the Termination Date (the “Severance Pay”), payable in accordance with standard Company payroll procedures and Paragraph 2. The Severance Pay shall be subject to withholding and deductions required by federal, state, and local taxing authorities with each installment. In the event that Employee accepts re-employment with Scotts during the Severance Period, Scotts' obligation to continue making severance payments will cease as of the date re-employment begins. (B) In lieu of outplacement services available to Employee as a Covered Terminationformer executive, then Executive Employee shall be entitled paid a lump sum of Twenty-Four Thousand Dollars ($24,000.00) for Employee’s use in searching for employment. This payment will be subject to receiveall applicable taxes and withholdings. This payment will be made on the first pay date after the Effective Date of this Agreement. (C) Employee shall be eligible to elect COBRA continuation benefits as to medical, dental and vision insurance benefits, and participation in the Employee Assistance Program as provided by applicable law. The Company shall pay Employee, as additional compensation for services rendered to the Company (including its subsidiaries)provided in Paragraph 2, the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. the COBRA premium charged by the Company to terminated employees minus the premium Employee paid as an active employee for the benefits for which Employee was enrolled on the Termination Date, all calculated at the rates in effect at the Termination Date (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in a “Benefit Payment”). This Benefit Payment will be made for each month starting with the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under month following the SERP if Executive has attained age fifty-five or older as Termination Date for the length of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered TerminationSeverance Period, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. eighteen (f18) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash months. This payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any applicable withholding and deductions required tax withholdingby federal, state, and local taxing authorities. (iD) Notwithstanding anything Employee will be paid a Prorated Annual Bonus Award, which is the amount Employee would have received had Employee remained employed for the entire fiscal year/performance period, but pro-rated based upon the actual base salary paid to the contrary in this AgreementEmployee during Employee’s period of employment during the fiscal year/performance year through the Termination Date. Subject to Paragraph 2(B), upon a Change of Controlthe Prorated Annual Bonus Award, Executive shall if any, will be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder paid no later than December 15 of the calendar year following the fiscal year/performance year during which Employee’s employment terminated. (E) Employee will be paid an additional one-time lump sum payment in which a Covered Termination occursthe amount of Two Hundred Thousand Dollars ($200,000.00), subject to withholding and deductions required by federal, state, and local taxing authorities. This payment will be made on the first pay date after the Effective Date of this Agreement. The Severance Benefits described herein (including all payments described in this Paragraph 1(A)-(E)) shall be the only amounts paid by or on behalf of Company, and no interest on this amount shall be paid. Employee acknowledges and agrees that any outstanding equity awards will be governed by the terms of the respective award agreements and the Company's Long Term Incentive Plan. Employee acknowledges and agrees that the benefits described above are the benefits payable to Employee pursuant to the financial planning services available Executive Severance Plan plus the additional benefits in Paragraph 1(E), and that he/she is not entitled to executive employees any other benefits under the Executive Severance Plan or any other plan or agreement. Employee otherwise acknowledges hereby the receipt of all wages and other compensation or benefits to which Employee is entitled as a result of Employee’s employment with Company through the Termination Date. Employee acknowledges and agrees that the obligation of the Company at to make payments under this Agreement shall cease, and all payments made shall be subject to immediate repayment if Employee breaches any material provision of this Agreement or any other Agreement containing post-employment obligations; provided, however, that if the time Company believes that Employee has breached any such provision it shall give written notice to employee and allow Employee a period of 21 days to cure such breach. If the Change of Control upon which such Covered Termination breach is basedcured, then the Company's payment obligations under this agreement shall continue. Such notice and opportunity to cure shall not apply if the breach is, in whole or in part, not able to be cured by subsequent acts.

Severance Benefits. If the Executive's ’s employment by with the Company or any subsidiary thereof or successor thereto shall be subject is terminated pursuant to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries)Section 6(d)hereof, the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services as her sole and exclusive remedy the termination benefits provided under this Section 9 (the “Severance Benefits”). As a condition of receiving Severance Benefits, Executive agrees to sign an effective legal release (in connection with obtaining new employment incurred within twelve months any form the Board of Directors may require) waiving any and all claims she has or may have against the date of his Covered TerminationCompany, up to a maximum amount equal to 15% of his annual salary AACC and their agents, employees, directors, subsidiaries, attorneys, successors, assigns, and affiliates, as of the date of his Covered Terminationher termination. (fa) The Executive shall have be paid periodically, according to the option Company’s payroll policy, her Regular Base Salary at the rate in effect on the Section 6(d) Termination Date for a period of twelve (12) months, provided that the Company, in its sole discretion, may elect to purchase his company vehicle pay the Executive’s Regular Base Salary for an amount equal up to one additional year for the purpose of extending the term of the Executive’s covenants set forth in Sections 7(a) and 7(c) during that additional one year period. The Executive shall also be paid the pro rata portion of each of the Bonus and the Purchased Receivables Bonus, if any, due to the Executive in accordance with Sections 3(b) and 3(c) for the fiscal year in which she was terminated. The Company shall make these pro rata Bonus and Purchased Receivables Bonus payments within two and one-half months after the end of its fiscal year to which the Bonus and Purchased Receivables Bonus relates (or such later time as is allowed in accordance with Treasury Regulation 1.409A-3(d)), with payment made promptly after the Company makes bonus payments to its depreciated book value as executive officers. The Executive shall not be entitled to any further notice, severance pay, pay in lieu of notice or any compensation whatsoever, except any amounts owing under this Agreement. The Executive agrees that the date foregoing notice is deemed conclusively to be reasonable notice of his Covered Terminationtermination at common law and the Executive is not entitled to any additional notice or pay in lieu of notice or severance pay. The Executive acknowledges that the Company has drawn her attention to the provisions contained herein prior to executing this Agreement. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (hb) The Company shall cause pay the SERP and DCP costs necessary to be amended to reflect continue the severance benefits payable Executive’s participation pursuant to this Paragraph. FurtherCOBRA (to the extent applicable) for a period of 18 months following the Section 6(d) Termination Date (including dependent coverage) in any life, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment disability, group health and not compensation for purposes of determining benefits under dental benefit plans provided by the Company's qualified retirement plans and , in effect immediately prior to the Section 6(d) Termination Date. Following the Section 6(d) Termination Date, the Company shall not be subject obligated to any required tax withholding. (i) Notwithstanding anything provide business accident insurance covering the Executive or (ii) to the contrary make contributions in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder respect of the calendar year in which a Covered Termination occurs, Executive to any qualified retirement and pension plans or profit sharing plans for compensation paid after the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.Section 6(d)

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to there is a Covered Change of Control Termination, then the Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), receive the following severance benefits. The severance benefits set forth below shall be in addition to any amounts owed to Executive as earned but unpaid wages through the Date of Termination and accrued but unused vacation through the Date of Termination: (a) A lump sum cash In lieu of any further severance payments to the Executive except as expressly contemplated hereunder, payment in cash as severance pay to the Executive an amount equal to Executive's Severance Amount. one and one-half (b1.5) A lump times the sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, ’s annual base salary plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has annual target bonus in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered the Change of Control Termination occurs. For purposes of this Agreement, to base salary shall be defined as the financial planning services available to executive employees greater of (x) the Company Executive’s base salary at the time of the Change of Control or (y) the Executive’s base salary at the time of the Change of Control Termination. Such cash payments shall be payable in a single sum, within ten (10) business days following the Executive’s Separation from Service. (b) Any stock options or other stock awards (which term includes without limitation stock appreciation rights, restricted stock, Performance Shares, and restricted stock units, whether payable in cash or stock for purposes of this Agreement) granted to the Executive by the Company that are outstanding immediately prior to but have not vested as of the date of the Change of Control Termination shall become 100% vested as of the date of the Change of Control Termination and any option or similar award may be exercised by the Executive for one (1) year (notwithstanding any term of the option providing for exercise within a shorter period after termination) following the Date of Termination (subject to the maximum term of the option (generally ten years from the date of grant of the option) and further subject to any right that the Company may have to terminate the options in connection with the Change of Control). (c) The Executive shall be deemed to have elected to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) (including, if applicable, coverage for the Executive’s eligible dependents). The continuation coverage shall be the same as in effect immediately prior to the Date of Termination or reasonably equivalent coverage if the same coverage is not available. The Company will pay or reimburse the Executive for the premiums charged for continuation coverage. The Company’s obligation to make any payment or reimbursement pursuant to this Section 5.01(c) shall commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the eighteenth month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the date the Executive becomes eligible for coverage under the health plan of a future employer). (d) For a period of twelve (12) months following Executive’s Date of Termination, the Company shall, at the Company’s expense, provide for executive-level outplacement services to Executive, if requested, which such Covered Termination is basedshall include at least the following services: (i) resume assistance, (ii) career evaluation and assessment, (iii) individual career counseling, (iv) access to one or more on-line employment databases (with research assistance provided), and (v) administrative support provided Monday through Friday, except for scheduled holidays.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Covered TerminationChange of Control occurs, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in an amount equal to the Pension Plan) remaining portion of any award to Executive under any prior years' Incentive Award. Further, if Executive's unreduced projected supplemental monthly benefit at age sixty-two Involuntary Termination occurs on or after the date an award has been earned under the SERP if Executive has attained age fifty-five or older as of Incentive Award Plan, but prior to the date of such award is paid, Executive shall receive an additional lump sum cash payment in an amount equal to his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered TerminationTarget Incentive Award. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself himself and, where applicable, his eligible dependents following his Involuntary Termination for up to thirty-six months following months, as long as Executive continues either to pay the date premiums paid by active employees of his Covered Terminationthe Company for such coverages or to pay the actual (nonsubsidized) cost of such coverages for which the Company does not subsidize for active employees. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees, and the applicable payments shall adjust as premiums for active employees of the Company or actual costs, whichever is applicable, change. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(scoverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Nothing herein shall be deemed to adversely affect in any way the additional rights, after consideration of this extension period, of Executive is and his eligible for retiree medical dependents to health care continuation coverage as required pursuant to Part 6 of Title I of the date Employment Retirement Income Security Act of his Covered Termination1974, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefitamended. (ed) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% cost of his annual salary as of the date of his Covered Termination$6,000, if Executive is seeking new employment. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (he) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant under this agreement shall be paid to this Paragraphthe Executive on or before the fifth day after the last day of Executive's employment with the Company. Further, any Any severance benefits paid pursuant to this Paragraph paragraph will be deemed to be a severance payment and not compensation for the purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If during the Initial Term or any Renewal Term, this Agreement and Executive's employment are terminated without Cause by Rural/Metro pursuant to paragraph 6B prior to the Company last day of the Initial Term or any subsidiary thereof Renewal Term, or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or elects to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) terminate this Agreement for Good Reason pursuant to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Terminationparagraph 7A, Executive shall receive earned retiree the "Severance Benefits" provided by this paragraph. To the extent provided in paragraph 5, Executive also shall receive the Severance Benefits if this Agreement is not renewed. In addition, Executive also shall receive the Severance Benefits if his employment is terminated due to Disability pursuant to paragraph 8. The Severance Benefits shall begin immediately following the effective date of termination of employment and, except as otherwise provided herein, will continue to be payable for a period (the "Benefit Period") equal to the greater of (i) 2 years or (ii) 5 years minus the number of days between the Effective Date and the effective date of termination of employment. The Executive's Severance Benefits shall consist of the continuation of the Executive's then Base Salary for the Benefit Period, which shall be paid in lieu of any accrued sick leave, vacation, etc. The Severance Benefits also shall consist of the continuation, for the Benefit Period, of any health, life, disability, or other insurance benefits that Executive was receiving as long of his last day of active employment. If a particular insurance benefit may not be continued for any reason, Rural/Metro shall pay a "Benefit Allowance" to the Executive. The "Benefit Allowance" will equal 145% of the cost to Rural/Metro of providing the unavailable insurance benefit to a similarly situated employee. The Benefit Allowance shall be paid on a monthly basis or in a single lump sum. The cost of providing the unavailable benefit to a similarly situated employee and whether the Benefit Allowance will be paid in monthly installments or in a lump sum will be determined by Rural/Metro in the exercise of its discretion. If Executive voluntarily terminates this Agreement and his employment without Good Reason prior to the end of the Initial Term or any Renewal Term, or if Rural/Metro terminates the Agreement and Executive's employment for Cause, no Severance Benefits shall be paid to Executive. No Severance Benefits are payable in the event of Executive's death while in the active employ of Rural/Metro. Severance Benefits will cease if Executive elects to forgo future Severance Benefits pursuant to paragraph 12F in order to avoid any further restrictions on his ability to engage in a competing business or to solicit employees or clients. If Executive makes an election pursuant to paragraph 12F, the Severance Benefits will cease as of the effective date of the election. As a general rule, notwithstanding any contrary provision in any Stock Option Agreement, Executive continues will not be allowed to pay exercise any options following the required premiums for such benefits. Notwithstanding the foregoing, effective date of an election made pursuant to paragraph 12F. Severance Benefits also shall immediately cease if Executive commits a material violation of any of the Welfare Benefit Coverages canterms of this Agreement relating to confidentiality and non-disclosure, as set forth in paragraph 11, or the Covenant-Not-To-Compete, as set forth in paragraph 12. Only material violations will result in the loss of Severance Benefits. In addition, if a violation, even if material, is one that may be cured, the violation will not be continued during a period when considered to be material unless Executive is fails to cure said violation within thirty (30) days after receiving written notice of said violation from Rural/Metro or unless Executive repeats said violation at any time after receiving said notice. The payment of Severance Benefits shall not an employee of the Company, the Company shall pay to be affected by whether Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) seeks or obtains other employment. Executive shall have no obligation to seek or obtain other employment and Executive's Severance Benefits shall not be entitled impacted by Executive's failure to "mitigate." In order to receive reimbursements for out-placement services the Severance Benefits, Executive must execute any release reasonably requested by Rural/Metro of claims that Executive may have in connection with obtaining new his employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Terminationwith Rural/Metro. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executivethe Employee's employment with the Company is terminated by the Company or any subsidiary thereof or successor thereto shall be subject to a Covered TerminationWithout Cause, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), shall pay or provide the Employee with the following severance benefits:benefits (collectively the "Severance Benefits"): (a) A lump sum cash payment The Employee's then current annual base salary shall be continued for a period of one year after the effective date of the termination of the Employee's employment (the "Effective Termination Date"). Such payments shall be paid monthly in an amount equal to Executive's Severance Amountarrears. (b) A lump sum The Employee shall be paid a cash payment Actuarially Equivalent (as such term is defined amount equal to a pro rata share of the annual bonus, if any, that the Employee would have received under the terms of the annual bonus plan being maintained by the Company for the fiscal year in which the Effective Termination Date occurs. The total annual bonus the Employee would have received shall be determined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit same manner and paid at age sixty-two under the SERP same time it would have been determined and paid if Executive has attained age fifty-five or older as the Employee had continued his employment with the Company, except the total annual bonus shall be based solely upon the achievement of Company objectives and not on achievement of the date of his Covered Termination, or to ExecutiveEmployee's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as personal management objectives. The pro rata share of the date total annual bonus to be paid to the Employee pursuant to this Agreement shall be determined based upon the number of his Covered Terminationdays the Employee was employed by the Company during the fiscal year through the Effective Termination Date. (c) A lump sum cash payment Actuarially Equivalent (3(c) shall be paid at the same time as such term is defined the amount described in the Pension Plan) to Executive's projected normal retirement benefit under the DCPParagraph 3(b). (d) If Executive is not eligible for retiree medical coverage as of the The termination date of his Covered Termination, Executive shall be entitled any options to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee purchase shares of the Company's common stock held by the Employee on the Effective Termination Date shall be extended for a period of one year after the Effective Termination Date. (e) For a period of one year after the Effective Termination Date, the Company shall pay to Executive a lump sum cash payment in amount equal directly, or shall reimburse the Employee for the actual costs of continuing coverage for the Employee and his dependents under the comprehensive medical and health plan maintained by the Company for the benefit of the Company's officers and employees generally, pursuant to the economic value provisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). The Company and the Employee agree to cooperate and to execute such notices, elections, and other forms or documentation as may be necessary to continue such comprehensive medical and health coverage under COBRA. If the Employee and his dependents are determined, for reasons beyond the control of the Company, to be ineligible to receive continued coverage under COBRA, the Employee may obtain, to the extent available, individual health insurance coverage, for a period of one year after the Effective Termination Date, for himself and his dependents, providing substantially the same benefits and the Company shall reimburse him for the cost of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, individual coverage up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination$2,000.00. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment a. In consideration for the release of claims and other promises by Officer as detailed in this Agreement, Corporation will pay Officer the Company or any subsidiary thereof or successor thereto shall be following Severance Benefits, so long as Officer has not revoked the Agreement and is in compliance with his obligations under this Agreement and his surviving obligations under the Employment Agreement, and subject to any reductions set forth in Paragraph 2(b) herein. The Severance Benefits represent the full monetary amount and obligation of the Corporation as is set forth in Paragraph 4.2 of the Employment Agreement, and is not a Covered Termination, then duplicative or separate obligation of the Corporation to Officer. The Severance Benefits will be paid by direct deposit. Executive shall acknowledges that the Separation Benefits represents benefits to which Executive would not be entitled to receivebut for his execution of this Agreement and compliance with its terms. The Severance Benefits will be paid, less all statutory and required withholdings, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsfollows: (ai) A lump sum cash payment Executive’s Base Salary for a period of twelve months, paid in an installments as set forth below, a total gross amount equal of $349,766 (“Severance”). The first installment of the Severance shall be equivalent to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental Officer’s regular monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older salary installments as of the date Termination Date and shall begin on the first regular Corporation payday following the Effective Date of his Covered Terminationthis Agreement; provided, or to Executive's accrued supplemental monthly benefit under however, that such first installment shall include (without interest) the SERP, plus three years number of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as installments of the date of his Covered Termination. (c) A lump sum cash Severance that would have been paid to Officer had Officer received such payments on the Company’s regular pay dates between the Termination Date and such payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as date. Installments of the date of his Covered TerminationSeverance shall continue thereafter on the Corporation’s regular payday through March 15, Executive shall be entitled to continue 2026. On the Welfare Benefit Coverages for himself/herself andCorporation’s final regular payday before March 15, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination2026, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any all remaining installments of the Welfare Benefit Coverages cannot be continued Base Salary in a single, lump-sum payment. The period during a period when which installments of Severance are paid is referred to as the “Severance Period.” Executive understands that the acceleration of this severance payment to him is not an employee to comply with the short-term deferral provisions in Section 409A of the CompanyInternal Revenue Code (“Section 409A”), agrees that this acceleration is intended to benefit him from a tax perspective, and each installment payment provided under this Agreement shall be treated as a separate payment for purposes of Section 409A. (ii) Bonus in the Company shall pay amount of $757,261, which represents an amount that is the greater of two times the average annual cash bonus paid to Executive a lump sum cash payment in amount equal the two years immediately preceding the date of termination “without regard to the economic value any elective income deferral or conversation of such benefit. bonus into stock or any other non-cash consideration,” or two times the product of Base Salary times 0.33, as provided for in Paragraph 4.2 of the Employment Agreement (e) the “Bonus”). The Bonus shall be paid to Executive shall on the first regular payday following the Effective Date. Executive agrees that the Bonus provided for herein is in lieu of, and not in addition to, any bonus that Executive would otherwise be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months under Paragraph 2 of the date of his Covered TerminationEmployment Agreement, up and that he is not entitled to a maximum amount equal to 15% of his annual salary as the bonus provided for in Paragraph 3.2 of the date of his Covered TerminationEmployment Agreement because such bonus was not earned prior to the Termination Date. (fb. Reduction or Elimination of Severance in the Event Executive Becomes Employed. In the event Executive is employed by a new employer during the Severance Period, the Severance payable to Executive under Paragraph 2(a)(i) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive this Agreement shall be entitled reduced by the amount of compensation that Officer is receiving from the new employer. Officer agrees that he is required to receive a lump sum cash payment in an amount equal to 25% notify Corporation of his annual salary on any employment he obtains, including self- employment, during the date of his Covered TerminationSeverance Period. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If this Agreement and Executive's ’s employment are terminated without Cause by Rural/Metro as set forth in Section 5B or Executive terminates this Agreement and Executive’s employment for Good Reason as set forth in Section 6A, Executive shall receive the Company or any subsidiary thereof or successor thereto “Severance Benefits” provided by this Section. In addition, Executive also shall receive the Severance Benefits if Executive’s employment is terminated due to Disability as set forth in Section 7. The Severance Benefits shall begin immediately following the effective date of termination of employment and, except as otherwise provided herein, will continue to be payable for a period (the “Benefit Period”) of twenty-four (24) months thereafter. However, notwithstanding anything herein to the contrary, the Benefit Period shall be subject twelve (12) months in the event that Severance Benefits are payable due to a Covered TerminationDisability. The Executive’s Severance Benefits shall consist of the continuation of Executive’s then Base Salary for duration of the Benefit Period, then Executive less lawfully required withholdings, and shall be entitled paid in accordance with Rural/Metro’s generally-applicable payroll practices. Such Severance Benefits shall be paid in lieu of any accrued vacation time, but shall not be in lieu of any MIP award or other incentive compensation due to receive, as additional compensation Executive for services rendered prior to the Company date of termination. The Severance Benefits also shall consist of the continuation of any health, medical, dental, vision or pharmaceutical coverage that Executive was participating in as of the last day of active employment to the extent that Executive continues to be eligible for such coverages. These coverages shall be continued under COBRA beginning the first day of the month following the effective termination date and shall continue for the duration of the Benefit Period provided that Executive satisfactorily complies with all COBRA election and eligibility requirements. During the Benefit Period, Executive shall continue to pay the same premiums paid as of the last day of active employment. Executive’s life insurance coverage may be converted to an individual policy within 30 days of the effective termination date, if conversion is then available under the applicable policy. Upon conversion, the cost of maintaining an individual policy resides with Executive. If a particular insurance benefit may not be continued for any reason during the Benefit Period, Rural/Metro shall pay a “Benefit Allowance” to the Executive. The “Benefit Allowance” will equal 145% of the cost to Rural/Metro of providing the unavailable insurance benefit to a similarly situated employee. The Benefit Allowance shall be paid on a monthly basis. The cost of providing the unavailable benefit to a similarly situated employee will be determined by Rural/Metro in the exercise of its discretion. Notwithstanding anything in this Agreement to the contrary, if Executive is a “specified employee,” within the meaning of Section 409A of the Internal Revenue Code (the “Code”) and the regulations thereunder, and is subject to the provisions of Section 409A(a)(2)(B) of the Code (or any comparable successor provision) at the time Executive’s employment is terminated, the total amount of Severance Benefits (including its subsidiariescontinuation of Base Salary and any provision of insurance benefits) that may be paid to Executive during the first six months following Executive’s termination of employment may not exceed the amount set forth in Treasury Regulation section 1.409A-1(b)(9)(iii)(A). Any amount of Severance Benefits that would otherwise have been paid to Executive during such six-month period under the terms of this Agreement shall be paid to Executive on the first day of the seventh month following termination of Executive’s employment. Further, the following severance benefits: no Severance Benefits will be paid to Executive unless (aand until) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (’s termination of employment qualifies as a “separation from service” as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as for purposes of Section 409A of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company)Code. If Executive is eligible voluntarily terminates this Agreement and Executive’s employment, or if Rural/Metro terminates the Agreement and Executive’s employment for retiree medical coverage Cause, no Severance Benefits shall be paid to Executive. No Severance Benefits are payable in the event of Executive’s death or retirement, except as expressly set forth in Section 7 above. Severance Benefits and Executive’s right to exercise any stock options shall immediately cease if Executive commits a material violation of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages canterms of this Agreement relating to confidentiality and non-disclosure, as set forth in Section 10, or the Covenant-Not-To-Compete, as set forth in Section 11. Only material violations will result in the loss of Severance Benefits and the ability to exercise stock options. The payment of Severance Benefits shall not be continued during a period when affected by whether Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) seeks or obtains other employment. Executive shall have no obligation to seek or obtain other employment and Executive’s Severance Benefits shall not be entitled impacted by Executive’s failure to “mitigate.” In order to receive reimbursements for out-placement services the Severance Benefits, Executive must execute any release reasonably requested by Rural/Metro of claims that Executive may have in connection with obtaining new Executive’s employment incurred within twelve months with Rural/Metro, including an agreement of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Terminationnon-disparagement and representations regarding compliance with law. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject MSTI will pay severance benefits to a Covered Termination, then Executive shall be entitled to receive, Employee as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsfollows: (ai) A lump sum cash payment in If this Agreement and Employee's employment hereunder are terminated by MSTI without Cause pursuant to Section 4(a), MSTI will pay Employee an amount equal to ExecutiveEmployee's then applicable annual Base Salary through the remaining term of this Agreement as provided in Section 1 (the "SEVERANCE PAYMENT"). If the effective date of termination occurs before the last day of the term of this Agreement as provided in Section 1, the Severance AmountPayment will also include the value of the contributions that would have been made to Employee or for Employee's benefit under all applicable retirement and other employee benefit plans had Employee remained in MSTI's employ through the last day of the term. MSTI will also continue to provide Employee and Employee's dependents, at the expense of MSTI, with continuing coverage under existing health programs for the remaining term of this Agreement (or such shorter period during which Employee is eligible for and elects coverage under COBRA, as defined below), provided that, to the extent Employee paid a portion of the premium for such benefit while employed Employee shall continue to pay such portion during the period of continuation hereunder and provided further, that if such benefit is subject to the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") then any period of continuation hereunder shall be credited against the continuation rights under COBRA and Employee will be required to complete all COBRA election and other forms. (bii) A All payments that become due to Employee under this Section 4(e) will be made in equal monthly installments commencing on the first day of the month immediately succeeding Employee's termination of employment and continuing through the remaining term of this Agreement, unless MSTI elects to make those payments in one (1) lump sum cash payment Actuarially Equivalent (sum. MSTI will be obligated to make all payments that become due to Employee under this Section 4(e) whether or not Employee obtains other employment following termination or takes steps to mitigate any damages that Employee claims to have sustained as such term is defined a result of termination. The payments and other benefits provided for in the Pension Planthis Section 4(e) are intended to Executivesupplement any compensation or other benefits that have accrued or vested with respect to Employee or for Employee's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older account as of the effective date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Terminationtermination. (ciii) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) MSTI may elect to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if defer any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan payments that may be implemented in the future. (jbecome due to Employee under this Section 4(e) Executive shall be entitled to continued accessif, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which payments become due, MSTI is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause MSTI's capital to fall below such Covered Termination is basedminimum capital requirements. In this event, MSTI will resume making the payments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. If Executive's employment by In the Company or any subsidiary thereof or successor thereto shall be subject to event of a Covered TerminationTermination and in lieu of any benefits or other amounts that would otherwise be payable by Employer to Executive as a result of, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the arising out of or following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue all of the Welfare following: a. a lump sum payment, payable within thirty (30) days following the Termination Date, equal to the Base Salary Amount; b. during the Benefit Coverages for himself/herself andPeriod or the period beginning on the Termination Date and ending on the date Executive becomes employed on a substantially full-time basis, where applicablewhichever is shorter, his eligible dependents for Employer shall make available to Executive coverage under Employer’s medical, dental and life insurance (but not short or long term disability) plans on the same terms as such plans are made available to Employer’s salaried employees generally; provided that any period of continued medical and dental coverage pursuant to this provision shall be credited against (reduce) the maximum period of continuation coverage that Executive (or any other qualified beneficiary with respect to Executive) is permitted to elect in accordance with COBRA, or any successor provision thereto; c. during the Benefit Period or the period beginning on the Termination Date and ending on the date Executive becomes employed on a substantially full-time basis, whichever is shorter, Employer shall maintain any life insurance on Executive’s life owned by Employer; d. any other benefits payable pursuant to the terms of the Stock Plans (and applicable agreements thereunder) and any incentive compensation (including STIP), pension, 401(k), retirement, savings, payment in lieu of post-retirement life insurance or deferred compensation plans earned up to thirty-Termination Date; and e. reimbursement of any expenses incurred by Executive in the ordinary course of employment prior to the Termination Date consistent with Employer’s then existing expense reimbursement policy. Notwithstanding Sections 3(b) and (c) above, with respect to the first six months following Executive’s “separation from service” (as defined in Section 11) during which Executive’s life insurance coverage is extended or potentially extended in accordance with Section 3(b) and 3(c) above, if the date premiums paid by Employer for coverage during such period under Section 3(b), and the portion of his Covered Termination. Such benefit rights shall apply only the premiums paid by Employer under Section 3(c) that are attributable to those Welfare Benefit Coverages which current life insurance protection (as determined in accordance with Internal Revenue Service requirements) during such period, in the Company has aggregate (the “Life Insurance Coverage Value”), exceeds the amount of the “limited payments” exemption set forth in effect from time to time for active employees. Welfare Benefit Coverage(sSection 1.409A-1(b)(9)(v)(B) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) the Income Tax Regulations (with Executive being obligated hereunder to promptly report such eligibility or any successor thereto), then, to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Terminationextent required in order to comply with Internal Revenue Code Section 409A, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoingExecutive, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Companyin advance, the Company shall pay to Executive a lump sum cash payment in Employer an amount equal to the economic value Life Insurance Coverage Value, and promptly following the six month anniversary of such benefit. (e) Executive’s “separation from service”, Employer shall make a cash payment to Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Terminationamount paid to Employer by Executive. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Upon Termination of the Executive's employment by , the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to, and within 60 days of such Termination the Corporation shall provide or commence to receive, as additional compensation for services rendered to provide the Company (including its subsidiaries)Executive with, the following severance benefits: (a) A Payment to the Executive as compensation for services rendered to the Corporation of a lump sum cash payment in an amount (the “Lump Sum Amount”) equal to three times the sum of (a) the Executive's Severance Amount’s base salary as in effect immediately prior to the date of termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (b) the average annual bonus earned by the Executive pursuant to any annual bonus or incentive plan maintained by the Corporation in respect of the three fiscal years ending immediately prior to the fiscal year in which occurs the date of Termination or, if higher, immediately prior to the fiscal year in which occurs the Change in Control (but excluding therefrom any amounts paid or accrued under the Dover Corporation Cash Performance Program). (b) A lump sum cash payment Actuarially Equivalent (as such term is defined The Executive’s participation in the Pension Plan) life, accidental death and dismemberment and health insurance plans of the Corporation prior to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five Change in Control shall be continued without interruption, or older as equivalent benefits provided by the Corporation (collectively, the “Continuation Benefits”), for a period of three years from the date of Termination; provided, however, that Executive pays the full cost of his Covered Terminationcoverage under such plans, except that Executive shall pay only the required contributions for any health care continuation coverage required to be provided to or to Executive's accrued supplemental monthly benefit on behalf of Executive under the SERPConsolidated Omnibus Budget Reconciliation Act of 1985, plus three years of Credited Service as amended (“COBRA”), on the same basis as such term is defined in any other plan participant electing similar COBRA continuation coverage under the SERP) if Company health plan. Executive has not attained age fiftyshall be reimbursed by the Company, on an after-five as tax basis, for his cost of the date Continuation Benefits. The amount of his Covered Terminationexpenses eligible for reimbursement or Continuation Benefits provided during one calendar year shall not affect the expenses eligible for reimbursement or amount of Continuation Benefits provided during a subsequent calendar year (except with respect to health plan maximums imposed on the reimbursement of expenses referred to in Section 105(b) of the Code), the right to reimbursement or Continuation Benefits may not be exchanged or substituted for other forms of compensation to the Executive, and any reimbursement or payment under the Continuation Benefits arrangements will be paid no later than the last day of the calendar year following the calendar year in which the Executive incurred the expense giving rise to such reimbursement or payment. (c) A lump sum cash If any payment Actuarially Equivalent (as such term or other benefit provided to the Executive under this Agreement in connection with his Termination is defined determined, in whole or in part, to constitute “nonqualified deferred compensation” within the Pension Plan) to Executive's projected normal retirement benefit under meaning of Section 409A of the DCP. (d) If Code and the Executive is not eligible for retiree medical coverage as a “specified employee” (within the meaning of Section 409A of the date of his Covered TerminationCode), Executive any such payment or benefit due within the six-month period after the Executive’s Termination shall be entitled to continue made or commenced at the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months beginning of the seventh month following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage Thereafter, any payments that remain outstanding as of the date day immediately following the six-month period after Termination shall be paid without delay over the time period originally scheduled, in accordance with the terms of his Covered Terminationthis Agreement. The determination of whether the Executive is a specified employee as of any time shall be made by the Board or by such committee, Executive person, or persons as the Board shall receive earned retiree benefits as long as Executive continues to pay the required premiums delegate for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefitpurpose. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by In the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then event that Executive shall be is entitled to receive, as additional compensation for services rendered Severance Benefits due to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment an employment termination described in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five Section 3 or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination4 above, Executive shall be entitled to a Severance Benefit as follows: A. Executive shall continue to be employed with the Welfare Benefit Coverages for himself/herself andCompany in a position as determined by the OCEO performing such duties as are mutually agreed to by the parties. The period of continuing employment shall be eighteen months, where applicable, his eligible dependents for up to thirty-six months following or such other period as is mutually agreed upon by the date of his Covered Terminationparties. Such benefit rights period shall apply only be referred to those Welfare Benefit Coverages which as the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon "Extended Employment Period." B. Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder salary during the Extended Employment Period shall be equal to promptly report such eligibility to one year's salary at the Company). If Executive is eligible for retiree medical coverage as rate he was paid during the last thirty days of the date Employment Period; but such one year's salary shall be prorated over the entire duration of his Covered Terminationthe Extended Employment Period. For example, if Executive and OCEO agree that the Extended Employment Period shall be eighteen months, Executive shall receive earned retiree benefits as long as Executive continues to pay salary during the required premiums for such benefits. Notwithstanding Extended Employment Period at the foregoing, if any rate of two-thirds (2/3) of the Welfare Benefit Coverages canrate that he was receiving such salary during the Employment Period. However, except as determined by the OCEO, Executive shall not be continued entitled to any bonus during a period when Executive is not an employee of the CompanyExtended Employment Period. C. Executive's medical, dental, life and disability benefits during the Company Extended Employment Period shall pay be the same as he received during the Employment Period. Any stock options granted to Executive a lump sum cash payment in amount equal prior to the economic value of such benefit. (e) Extended Employment Period shall continue to vest and be exercisable under the terms described in the grant documents. Executive shall be entitled permitted to receive reimbursements for out-placement services continue to participate in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of ControlFlexible Spending accounts, Executive shall be entitled to receive Deferred Compensation Plan and the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the futureCompany's 401(k) plan. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If (a) If, at any time on or after the Closing Date of a Change in Control and prior to the expiration of the Employment Period, Executive is involuntarily terminated, other than for Cause; terminates service with the Company as a result of Executive's employment Disability; or resigns his or her position for Good Reason, HHC or the Subsidiary by the Company or any subsidiary thereof or successor thereto which Executive is employed shall be subject to a Covered Termination, then pay Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (ai) A lump lump-sum cash payment in an severance amount equal to one (1) times Executive's Severance AmountBase Compensation and Average Annual Bonus. Said payment shall be in addition to his accrued, but unpaid annual salary and benefits through the date of termination. Said severance amount shall be paid in a lump-sum, subject to Section 5(d), within 90 days following Executive’s termination. (bii) A lump sum cash payment Actuarially Equivalent As an additional severance benefit, HHC will provide Executive with 12 months, beginning with the month immediately following the month in which the effective date of the Change in Control occurs, (the “Coverage Period”) of continued coverage under HHC’s group health plan covering its executive associates, as such term is defined the same may be amended from time to time, at the level of benefits (whether single or family coverage) previously elected by and in effect with respect to Executive immediately before the termination of Executive’s employment. HHC shall continue to pay the premiums for said coverage during the Coverage Period to the same extent and in the Pension Plan) same percentage as HHC pays premiums for similarly situated active executives participating in the group health plan. Notwithstanding this provision, however, coverage under HHC’s group health plan shall cease upon Executive becoming eligible for coverage under a group health plan of another employer providing substantially similar benefits prior to the end of the Coverage Period. For this purpose, Executive will be deemed to be eligible for coverage under another employer’s group health plan when Executive has met the eligibility requirements for coverage under such plan and completed any waiting period, whether or not Executive elects to participate in such coverage. Executive shall be responsible for notifying HHC of Executive's unreduced projected supplemental monthly benefit at age sixty-two ’s eligibility for coverage under another employer’s plan during the Coverage Period; and, in the event of failure to notify HHC of such eligibility, shall be liable to reimburse HHC for any premiums paid on behalf of Executive after the date of such eligibility. Coverage under the SERP if HHC group health plan shall also cease in the event of a breach of any of the covenants under Section 6 of this Agreement during the Coverage Period. {JX109880.1} (iii) Executive shall fully vest in and become entitled to payment of all incentive compensation, whether cash-based or stock-based, and other stock-based equity compensation under HHC’s Long Term Incentive Plan, and the award agreements thereunder, or any other incentive or other plan or agreement with the Company (“Incentive Plan or Agreement”). Notwithstanding the preceding, in the event the incentive compensation to be paid under any such Incentive Plan or Agreement is to be determined based on the level of achievement of performance or production goals and the period for which such achievement is to be measured (the “Performance Period”) has attained age fifty-five or older not expired as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination’s termination, Executive shall be entitled to continue a pro rata portion of the Welfare Benefit Coverages incentive compensation based on Executive’s actual performance for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the portion of the Performance Period ending on the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility ’s termination as compared to the Companyprorated performance or production goals. In determining such pro rata amount, only full months completed during the Performance Period shall be taken into consideration and any partial month shall be disregarded. The payment of benefits pursuant to this Section shall be made in a lump-sum simultaneously with the payment of the lump-sum severance amount pursuant to Section 5(a)(i), notwithstanding the payment provisions of the Incentive Plan or Agreement. If However, if any Incentive Plan or Agreement under which Executive is eligible entitled to benefits contains provisions specifically providing for retiree medical coverage as the acceleration of vesting in connection with a Change in Control, the provisions thereof shall control in lieu of this Section 5(a)(iii) and Executive shall vest in and become entitled to payment of all equity awards and/or incentive compensation thereunder in accordance with the terms and conditions of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefitsrespective Incentive Plans and Agreements. Notwithstanding the foregoingpreceding, if or any other provisions of this Agreement or of any Incentive Plan or Agreement, in the Welfare Benefit Coverages canevent the surviving entity in a Change in Control does not be continued during a period when Executive is not an employee of assume the Company’s obligations under any such Incentive Plan or Agreement or convert Executive’s rights under such Incentive Plan or Agreement into equivalent rights to equity in the surviving entity in connection with such Change in Control, the Company Board of Directors may, in its discretion, provide that Executive’s benefits under such Incentive Plan or Agreement will become one hundred percent (100%) vested immediately upon such Change in Control whether or not Executive terminates service with the Company. In such event, all benefits under such Incentive Plan or Agreement shall pay be paid in a lump-sum, subject to Executive a lump sum cash payment in amount equal to the economic value of such benefitSection 5(d), within 90 days following Executive’s termination. (eb) Executive shall be entitled In the event Executive’s employment with the Company is terminated on or after the Closing Date and prior to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months the expiration of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary Employment Period for any reason other than as of the date of his Covered Termination. (fprovided in 5(a) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Companyabove, Executive shall be entitled to receive a lump sum cash payment in an amount equal and HHC or the Subsidiary by which Executive is employed shall pay to 25% of Executive only his annual base salary on through the date of his Covered Termination.termination not theretofore paid, and any other benefits accrued but unpaid through the date of termination. {JX109880.1} {JX109880.1} (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (ic) Notwithstanding anything to the contrary in this Agreement, upon no severance payments or benefits to be paid or provided to Executive, if any, pursuant to the Agreement that are considered deferred compensation not exempt under Section 409A of the Code will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A of the Code. For purposes of this Agreement, any reference to “termination of service” or “termination” or any similar term shall be construed to mean a “separation of service” within the meaning of Section 409A of the Code. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A of the Code. (d) To the extent required by Section 409A of the Code, if any amount constituting non-exempt deferred compensation under Section 409A of the Code is or becomes payable to Executive at a time in which Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation Section 1.409A-1(i), solely as a result of Executive’s termination of employment with the Company, payment of such amount shall be delayed until the first business day after the six-month anniversary of the date of such termination of employment. Whether or not Executive is a specified employee and whether or not the payment is required to be delayed for such six-month period shall be determined by HHC in accordance with the provisions of Treasury Regulation Section 1.409A-1(i). (e) Notwithstanding anything in this Section 5 to the contrary, in the event any severance or other benefits provided to or for the benefit of Executive pursuant to this Agreement, together with any payments or benefits under any other agreement, benefit, plan or policy of HHC and/or a Subsidiary thereof to which Executive is entitled (this Agreement and such other agreements, benefits, plans or policies collectively being referred to herein as the “Change in Control Arrangements”) constitute “parachute payments” within the meaning of ControlSection 280G(b)(2) of the Code (the “Change in Control Payments”) that would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), HHC will provide Executive with a computation of: (i) the maximum amount of Change in Control Payments that could be made under all the Change in Control Arrangements, without the imposition of Excise Tax (the “Reduced Amount”); (ii) the value of all Change in Control Payments that could be made pursuant to the terms of all the Change in Control Arrangements (the “Unreduced Amount”); (iii) the dollar amount of Excise Tax which Executive would become obligated to pay pursuant to Section 4999 of the Code as a result of the receipt of the Unreduced Amount; and (iv) the net value of the Unreduced Amount after reduction by (a) the amount of the Excise Tax, (b) the estimated income taxes payable by Executive on the difference {JX109880.1} between the Reduced Amount and the Unreduced Amount, assuming that Executive is paying the highest marginal tax rate for state, local and federal income taxes, and (c) the estimated hospital insurance taxes payable by Executive on the difference between the Reduced Amount and the Unreduced Amount based on the hospital insurance tax rate under Section 3101(b) of the Code (the “Net Change in Control Amount”). If the Reduced Amount is greater than the Net Change in Control Amount, the Executive shall be entitled to receive or commence to receive payments equal to the Reduced Amount. If the Net Change in Control Amount is greater than the Reduced Amount, Executive shall be entitled to receive or commence to receive the benefits provided Unreduced Amount. If Executive receives the Unreduced Amount, Executive shall be solely responsible for the payment of Excise Tax due from Executive and attributable to such Unreduced Amount with no right of additional payment from HHC as reimbursement for such taxes. The computation required under this Section shall be made in writing by HHC’s tax counsel and/or independent public accounting firm, and HHC shall bear all costs incurred with the Central calculation under this Section. For purposes of making the calculations under this Section, HHC’s tax counsel and/or independent public accounting firm may make reasonable assumptions and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the applications of Sections 280G and 4999 of the Code. HHC and Executive shall furnish such information and documents as tax counsel and/or the independent public accounting firm may reasonably request in order to make a determination and the computations contemplated under this Section. Computations under this Section may be implemented in reviewed by tax counsel and/or independent accountants of Executive’s choice and at the futureExecutive’s sole expense. In the event of a disagreement between HHC and Executive regarding the computations under this Section, such dispute shall be settled by a separate tax counsel and/or independent public accountant (the “Auditor”) agreed to by HHC and Executive who shall review and recalculate the amounts under this Section and whose costs and expenses shall be borne equally by HHC and Executive. The determination by such Auditor shall be conclusive and binding upon HHC and Executive. (jf) To the extent any reimbursement or in-kind benefits provided to Executive shall be entitled pursuant to continued access, for the remainder this Agreement are subject to Section 409A of the calendar Code, including without limitation any health plan benefit subject to Section 409A of the Code, then in accordance with Section 409A of the Code (i) the amount of the expenses eligible for reimbursement or in-kind benefits provided during Executive’s taxable year shall not affect the expense eligible for reimbursement or in-kind benefits provided in any other taxable year; (ii) the reimbursement must be made on or before the last day of the Executive’s taxable year following the taxable year in which a Covered Termination occurs, the expense was incurred; and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (g) Notwithstanding anything in this Section 5 to the financial planning services available contrary, the parties hereto acknowledge and agree that, upon their mutual consent, they may modify or amend the provisions hereof or terminate this Agreement at any time before or after the Closing Date. In the event of a termination of this Agreement, the provisions hereof shall thereafter have no {JX109880.1} further force or effect. No such modification, amendment or termination of this Agreement, however, shall be made which shall have the effect of causing any provision hereof or any payment hereunder to executive employees violate or result in immediate taxation to Executive under Section 409A of the Company at the time Code and any such attempted modification, amendment or termination shall be void and of the Change of Control upon which such Covered Termination is basedno effect.

Severance Benefits. If Executive's Employee’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Covered TerminationChange of Control occurs, then Executive Employee shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Employee’s Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older Effective as of the date of his Covered Involuntary Termination, Employee shall become fully vested in all outstanding Incentive Awards that had not previously vested or otherwise become exercisable as of such date due to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined restrictions or other provisions contained in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Terminationdocument granting such Incentive Award, such restrictions or other provisions in such document notwithstanding. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive Employee shall be entitled to continue the Welfare Benefit Coverages for himself/herself himself and, where applicable, his eligible dependents following his Involuntary Termination for up to thirty-six months following months, as long as Employee continues either to pay the date premiums paid by active employees of his Covered Terminationthe Company for such coverages or to pay the actual (nonsubsidized) cost of such coverages for which the Company does not subsidize for active employees. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees, and the applicable payments shall adjust as premiums for active employees of the Company or actual costs, whichever is applicable, change. Welfare Benefit Coverage(s) shall immediately end upon Executive's Employee’s obtainment of new employment and eligibility for similar Welfare Benefit Coverage(scoverage(s) (with Executive Employee being obligated hereunder to promptly report such eligibility to the Company). If Executive is Nothing herein shall be deemed to adversely affect in any way the additional rights, after consideration of this extension period, of Employee and his eligible for retiree medical dependents to health care continuation coverage as required pursuant to Part 6 of Title I of the date Employment Retirement Income Security Act of his Covered Termination1974, Executive as amended. All reimbursements or provision of in-kind benefits pursuant to this Agreement shall receive earned retiree benefits as long as Executive continues be made in accordance with Treasury Regulations §1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to pay a permissible payment event. Specifically, the required premiums for such benefits. Notwithstanding amount reimbursed or provided under this Section 3(c) hereof during the foregoingEmployee’s taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), if any the reimbursement of an eligible expense shall be made on or before the last day of the Welfare Benefit Coverages cannot be continued during a period when Executive Employee’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of in-kind benefit is not an employee of the Company, the Company shall pay subject to Executive a lump sum cash payment in amount equal to the economic value of such liquidation or exchange for another benefit. (ed) Executive Employee shall be entitled to receive reimbursements reimbursement for out-placement services incurred before the end of the second calendar year following Employee’s Involuntary Termination in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% cost of his annual salary as $6,000, if Employee is seeking new employment. Such reimbursement shall be paid within 90 days of the date Company’s receipt of his Covered TerminationEmployee’s request for reimbursement including any required documentation of expenses. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (he) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant under this agreement shall be paid to this Paragraphthe Employee on or before the fifth day after the last day of Employee’s employment with the Company. Further, any Any severance benefits paid pursuant to this Paragraph paragraph will be deemed to be a severance payment and not compensation for the purposes of determining benefits under the Company's ’s qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If In the event Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: is terminated (a) A lump sum cash payment in by ISECURETRAC without Cause, or (b) by Executive for Good Reason, subject to the conditions stated herein, ISECURETRAC shall: (i) pay Executive an amount equal to six (6) months of Executive's Severance Amount. ’s salary in accordance with the Company’s standard payroll procedures, minus all applicable taxes, withholding and lawful deductions, plus any accrued vacation; and (bii) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) Executive shall be eligible to Executive's unreduced projected supplemental monthly benefit at age sixty-two elect continued group health coverage for himself and his eligible dependents under the SERP if Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If Executive has attained age fifty-five or older chooses such continuation health insurance coverage, the Executive will only pay such portion of insurance premiums as he was paying immediately prior to termination of employment and the Company will subsidize the remaining costs which are normally the responsibility of the date former employee through the earlier of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service six (as such term is defined in the SERP6) if Executive has not attained age fifty-five as of months from the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term employment is defined in terminated or until the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Terminationto obtain insurance through another employer. Thereafter, Executive shall be entitled to continue solely responsible for paying the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefitsCOBRA continuation coverage. Any severance benefits payable hereunder (or under Section 2.12 shall be reduced by any long-term disability benefits received by Executive. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay ISECURETRAC’s obligation to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect provide the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment hereunder is expressly conditioned upon the Executive’s ongoing compliance with the Confidentiality and not compensation for purposes Non-Solicitation provisions of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, and upon Executive’s execution of a Change release of Controlall claims against ISECURETRAC, including, but not limited to those related to his employment and/or termination (other than obligations owed under this subsection and/or claims related solely to Executive’s status as a shareholder.) Executive agrees that severance benefits as provided herein shall be the sole consideration to which he is entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder event of the calendar year termination of his employment without Cause, that severance will not be paid in which a Covered Termination occursthe event of termination with Cause or resignation without Good Reason, and Executive expressly waives and relinquishes any claim to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is basedother or further consideration.

Severance Benefits. If Executive's employment by The “Severance Benefits” that may become payable under this Retention Agreement consist of the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsfollowing: (a) A lump sum cash Continued bi-weekly payment of your base salary for 12 months beginning upon a Qualifying Involuntary Termination. The salary to be continued to you during this period shall be your annual rate of salary as in an amount equal to Executive's Severance Amounteffect on the effective date of such Qualifying Involuntary Termination. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of a pro rata portion of the date bonus you would have earned for the calendar year of his Covered a Qualifying Involuntary Termination based on actual performance, as reasonably determined by the Compensation Committee. The pro rata bonus shall be determined based on your days of active employment during such year. The lump sum payment shall be paid during the calendar year following the calendar year of a Qualifying Involuntary Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years but in no event later than when active employees receive payment of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Terminationtheir bonus. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit The Company shall pay COBRA premiums for you and your spouse under the DCPCompany’s group medical and dental insurance policies for 12 months following a Qualifying Involuntary Termination or, if earlier, the date on which you are no longer entitled to such coverage under COBRA rules, if earlier, subject to being adjusted as determined reasonably necessary to comply with applicable law, including requirements for coverage proceeds to be nontaxable. (d) If Executive is not eligible for retiree medical coverage as Reimbursement of up to $20,000 of outplacement assistance costs you incur during the date of his Covered twelve-month period immediately following a Qualifying Involuntary Termination, Executive subject to compliance with CIRCOR’s reimbursement policies and procedures. Your eligibility to receive the Severance Benefits shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date contingent upon your executing a form of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation general release agreement acceptable to the CompanyCompany within 21 days after receiving it (and which is not revoked by you) and complying with its terms. The general release agreement shall include your post-employment obligations, Executive shall be entitled including covenants not to receive a lump sum cash payment non-compete or solicit our employees for one year, to protect CIRCOR’s confidential information, to return CIRCOR’s property, to reasonably assist CIRCOR in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) any investigation or government audit. The Company shall cause the SERP and DCP deliver a form of general release agreement as described above to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under you by hand or at your home address on the Company's qualified retirement plans ’s books and records within five (5) business days after a Qualifying Involuntary Termination. All Severance Benefits are contingent on the release agreement becoming effective and irrevocable by the 35th day following a Qualifying Involuntary Termination provided that the general release agreement is timely delivered to you by the Company. If the release does not become effective within 35 days, no Severance Benefits shall be subject to any required tax withholdingmade under this Retention Agreement. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Section 2.1, the Company or any subsidiary thereof or successor thereto shall be provide the Executive with total Severance Benefits as follows (but subject to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits:Sections 2.5 and 2.6): (a) A The Executive shall receive a single lump sum cash payment within thirty (30) days of the Effective Date of Termination in an amount equal to 2.99 times the sum of (i) the highest rate of the Executive's Severance Amountmonthly Base Salary in effect during the twelve (12) month period prior to the Change in Control at any time up to and including the Effective Date of Termination and (ii) the Executive's average annual bonus earned over the most recent three (3) full bonus plan years ending prior to the Effective Date of Termination. (b) A lump sum cash payment Actuarially Equivalent The Executive shall receive an amount, paid within thirty (as such term is defined in 30) days of the Pension Plan) Effective Date of Termination, equal to the Executive's unreduced projected supplemental monthly benefit at age sixty-two unpaid Base Salary, accrued but unused vacation pay and earned but unpaid bonuses and all other cash entitlements through the Effective Date of Termination plus an amount equal to the aggregate amount of matching contributions that would be credited to the Executive under the SERP Fansteel Savings and Profit Sharing Plan for the three years following the Effective Date of Termination if (i) the Executive has attained age fifty-five or older as were to continue to participate and make the maximum permissible contribution thereunder and (ii) the applicable rate of matching contributions during such period were to equal the date average rate of his Covered Termination, or to Executive's accrued supplemental monthly benefit match under the SERP, plus plan for the three years immediately prior to the Effective Date of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in All welfare benefits, including medical, dental, vision, life and disability benefits pursuant to plans under which the Pension Plan) to Executive and/or the Executive's projected normal retirement benefit under family is eligible to receive benefits and/or coverage shall be continued for a period of eighteen (18) months after the DCP. (d) If Effective Date of Termination. Such benefits shall be provided to the Executive is not eligible for retiree medical at no less than the same coverage level as in effect as of the date of his Covered Terminationthe Change in Control. The Company shall pay the full cost of such continued benefits, except that the Executive shall bear any portion of such cost as was required to be entitled to continue borne by key executives of the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following Company generally at the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has Change in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefitsControl. Notwithstanding the foregoing, if any the benefits described in this Section 2.2(c) may be discontinued prior to the end of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment periods provided in amount equal this Section to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Terminationextent, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable but only to the Companyextent, that the Executive shall be entitled to receive receives substantially similar benefits from a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Terminationsubsequent employer. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by In the Company or any subsidiary thereof or successor thereto shall be subject to event of a Covered TerminationTermination and in lieu of any benefits or other amounts that would otherwise be payable by Employer to Executive as a result of, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the arising out of or following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue all of the Welfare following: a. a lump sum payment, payable within thirty (30) days following the Termination Date, equal to the Base Salary Amount. b. during the Benefit Coverages for himself/herself andPeriod or the period beginning on the Termination Date and ending on the date Executive becomes employed on a substantially full-time basis, where applicablewhichever is shorter, his eligible dependents for Employer shall make available to Executive coverage under Employer’s medical, dental and life insurance (but not short or long term disability) plans on the same terms as such plans are made available to Employer’s salaried employees generally; provided that any period of continued medical and dental coverage pursuant to this provision shall be credited against (reduce) the maximum period of continuation coverage that Executive (or any other qualified beneficiary with respect to Executive) is permitted to elect in accordance with COBRA, or any successor provision thereto; c. during the Benefit Period or the period beginning on the Termination Date and ending on the date Executive becomes employed on a substantially full-time basis, whichever is shorter, Employer shall maintain any life insurance on Executive’s life owned by Employer; d. any other benefits payable pursuant to the terms of the Stock Plans (and applicable agreements thereunder) and any incentive compensation (including STIP), pension, 401(k), retirement, savings or deferred compensation plans earned up to thirty-Termination Date. e. reimbursement of any expenses incurred by Executive in the ordinary course of employment prior to the Termination Date consistent with Employer’s then existing expense reimbursement policy. Notwithstanding Sections 3b and c above, with respect to the first six months following Executive’s “separation from service” (as defined in Section 11) during which Executive’s life insurance coverage is extended or potentially extended in accordance with Section 3b and 3c above, if the date premiums paid by Employer for coverage during such period under Section 3b, and the portion of his Covered Termination. Such benefit rights shall apply only the premiums paid by Employer under Section 3c that are attributable to those Welfare Benefit Coverages which current life insurance protection (as determined in accordance with Internal Revenue Service requirements) during such period, in the Company has aggregate (the “Life Insurance Coverage Value”), exceeds the amount of the “limited payments” exemption set forth in effect from time to time for active employees. Welfare Benefit Coverage(sSection 1.409A-1(b)(9)(v)(B) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) the Income Tax Regulations (with Executive being obligated hereunder to promptly report such eligibility or any successor thereto), then, to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Terminationextent required in order to comply with Internal Revenue Code Section 409A, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoingExecutive, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Companyin advance, the Company shall pay to Executive a lump sum cash payment in Employer an amount equal to the economic value Life Insurance Coverage Value, and promptly following the six month anniversary of such benefit. (e) Executive’s “separation from service”, Employer shall make a cash payment to Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Terminationamount paid to Employer by Executive. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsIn consideration of your acceptance of this Agreement: (a) A The Company will pay you a lump sum cash in the gross amount of $500,000. Such payment in an amount equal shall be made by wire transfer on the later to Executive's Severance Amount.occur of the following: (i) within four business days of the date this Agreement takes effect (which shall be the date it has been signed by both you and the Company) or (ii) the Separation Date, (b) A lump sum cash payment Actuarially Equivalent The Company will grant you, on the Separation Date, 58,334 Stock Units (as such term is defined in the Pension Company’s Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”)) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as Plan which will vest on the Separation Date (such grant, the “Immediately Vesting Award”). The terms and conditions of the date Immediately Vesting Award will be set forth in a separate award agreement (the “Immediately Vesting Award Agreement”, attached hereto as Exhibit C). The Immediately Vesting Award will be subject to the terms of his Covered Terminationthe Plan and the Immediately Vesting Award Agreement. (c) The Company will grant you, or to Executive's accrued supplemental monthly benefit under on the SERPSeparation Date, plus three years of Credited Service 25,000 Stock Units (as such term is defined in the SERPPlan) if Executive has not attained age fifty-five under the Plan which will vest on the first anniversary of the Separation Date (such grant, the “One Year Vesting Award”). The terms and conditions of the One Year Vesting Award will be set forth in a separate award agreement (the “One Year Vesting Award Agreement”, attached hereto as Exhibit D). The One Year Vesting Award will be subject to the terms of the Plan and the One Year Vesting Award Agreement. (d) Any LTIP Units that are unvested as of the date Separation Date will vest as of his Covered Terminationthe Separation Date, and will be subject to the Plan and the LTIP Agreement. (ce) A lump sum cash payment Actuarially Equivalent Any Stock Options that are unvested as of the Separation Date will vest as of the Separation Date, and will be subject to the Plan and the Stock Option Agreement (as such term is defined in the Pension Plan) Employment Agreement); provided, however, that, notwithstanding any provision in the Plan or the Stock Option Agreement to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage contrary, all Stock Options that are vested as of the date Separation Date will remain exercisable for a period of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months one year following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered TerminationSeparation Date. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value Effective as of the date of his Covered Termination. (gday following the Separation Date the Company waives your non-competition obligations under Section 7(a) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable Employment Agreement (but this shall not apply to the Companyprovisions of the penultimate sentence thereof with respect to the deal pipeline list set forth in the letter agreement entered into by the parties on August 30, Executive 2013 (the “Deal Pipeline List”); for the avoidance of doubt, this means that you shall be entitled to receive a lump sum cash payment not pursue in an amount equal to 25% any location any hotel management or food or beverage matters involving any of his annual salary the entities, products or brands appearing under the heading “All Locations Restricted” on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. FurtherDeal Pipeline List, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to not pursue any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan hotel management or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company food or beverage matters at the time of other hotel properties identified on the Change of Control upon which such Covered Termination is basedDeal Pipeline List during the one year period following the Separation Date).

Severance Benefits. If Executive's employment by Upon a Severance Payment Event, in addition to any other severance or employment-termination compensation or benefits to which the Executive may be entitled from the Company or any subsidiary thereof Subsidiary under the terms of any Plan of which the Executive was a participant or successor thereto shall be subject to a Covered Terminationbeneficiary immediately before the Severance Payment Event, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsshall: (a) A lump sum Pay the Executive in cash, within five Business Days after the Severance Payment Event, all of his Base Salary and all other earned but unpaid cash payment in an amount equal compensation or entitlements due to Executive's the Executive through (and including) the date of the Severance AmountPayment Event, including unused earned and accrued vacation pay and unreimbursed reimbursable business expenses. (b) A lump sum Make the Severance Payment in cash payment Actuarially Equivalent (as such term is defined in within five Business Days after the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered TerminationSeverance Payment Event. (c) A lump sum cash payment Actuarially Equivalent Provide or arrange to provide the Executive (whether or not under any Welfare Benefit Plan then maintained), at the Company’s sole expense and for the Benefit Continuation Period, Welfare Benefits that are substantially the same the Welfare Benefits provided to the Executive (and the Executive’s dependents and beneficiaries) immediately before the Severance Payment Event, except that the Welfare Benefits to which the Executive is entitled under this subsection (c) will be subject to the Executive’s compliance with Section 4 and will be reduced to the extent that comparable welfare benefits are received by the Executive from an employer other than the Company or any Subsidiary during the Benefit Continuation Period. (The fact that the cost of the participation by the Executive, or the Executive’s dependents or beneficiaries, in any Welfare Benefit Plan was paid indirectly by the Company, as such term is defined in a reimbursement or a credit to the Pension Plan) Executive, before the Severance Payment Event does not mean that the corresponding Welfare Benefits were not “provided to the Executive's projected normal retirement benefit under ” by the DCPCompany for the purpose of this subsection (c).) (d) If Executive is not eligible for retiree medical coverage as of In addition, each Stock Award outstanding immediately before the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment Severance Payment Event and not compensation for purposes of determining benefits under yet exercised or forfeited (as the Company's qualified retirement plans case may be) will accelerate and shall be subject become fully vested, exercisable, or nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to any required tax withholdingvest the Stock Award or cause it to become exercisable or nonforfeitable. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by the Company Executive does not revoke this Agreement as provided for in Section 10 below and complies with all other terms and conditions of this Agreement, Cimpress shall pay or any subsidiary thereof or successor thereto shall be subject otherwise provide to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits:benefits at the times set forth below (or, if this Agreement is not yet effective, as soon as practicable following the Effective Date): (a) A lump sum cash Cimpress shall make a severance payment to Executive in an the amount equal to Executive's Severance Amountof $650,000, which equals 12 months of Base Salary, within thirty (30) days following the Separation Date. (b) A lump sum cash payment Actuarially Equivalent Cimpress shall pay one hundred percent (as such term is defined 100%) of the COBRA premium incurred by Executive with respect to the continuation of his current health care coverage for the period commencing March 1, 2017 and ending February 28, 2018; provided, however, that Cimpress’ obligations under this subsection shall cease in the Pension Plan) event Executive obtains new employment and Executive becomes eligible to Executive's unreduced projected supplemental monthly benefit at age sixty-two under participate in his new employer’s group healthcare plan. If Executive obtains new employment before the SERP if Executive has attained age fifty-five or older as end of the date Severance Pay Period, he shall promptly give written notice of his Covered Termination, or such eligibility to Executive's accrued supplemental monthly benefit under the SERP, plus three years Cimpress contact person identified below the Cimpress signature block at the bottom of Credited Service this Agreement (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination“Cimpress Contact Person”). (c) A Cimpress shall make a one-time, lump sum cash payment Actuarially Equivalent (as such term is defined to Executive in the Pension Plan) amount of $130,000, which is the amount scheduled to Executive's projected normal retirement benefit vest on or about July 1, 2017 under the DCPCash Retention Bonus awarded to Executive in 2016 under the Cimpress LTI program (the “Cash Retention Bonus In Lieu Of Payment”), which shall be in lieu of payment of an actual Cash Retention Bonus under the Cimpress LTI program. Cimpress shall pay the Cash Retention Bonus In Lieu Of Payment to Executive at or before the time that a Cash Retention Bonus payout would have been made to Executive had he remained regularly employed by Cimpress through the end of Cimpress’ 2017 fiscal year, which is currently expected to be July 2017. (d) If Cimpress shall accelerate the vesting of Cimpress restricted share units (“RSUs”) held by Executive is not eligible for retiree medical coverage that, under the terms of the respective RSU agreements, are scheduled to vest during the period commencing March 1, 2017 and ending February 28, 2018, so that such RSUs will be fully vested as of the date of his Covered TerminationFebruary 28, Executive shall 2017; provided, however, that in no event will such RSUs be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility made available to the Company)Executive before the Effective Date. If Executive understands and acknowledges that the vesting of RSUs representing a total of 8,784 Cimpress shares is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues expected to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefitaccelerated under this subsection. (e) Cimpress shall accelerate the vesting of all Cimpress premium-priced share options (“PPSOs”) held by Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months that, under the terms of the respective share option agreements, are scheduled to vest during the period commencing March 1, 2017 and ending February 28, 2018, so that such PPSOs will be fully vested as of February 28, 2017; provided, however, that in no event shall such accelerated PPSOs be made available to the Executive before the Effective Date. Executive understands and acknowledges that the vesting of PPSOs to purchase a total of 8,479 Cimpress shares is expected to be accelerated under this subsection. Further, and after giving effect to the accelerated vesting described in this subsection, Cimpress shall extend to December 31, 2017 (but no later than the original expiration date of his Covered Terminationsuch options) the deadline for exercising all vested and unexercised PPSOs and any other Cimpress nonqualified share options (collectively with PPSOs, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination“NSOs”) held by Executive at February 28, 2017. (f) Cimpress shall accelerate the service-based vesting of 25% of the Cimpress N.V. performance share units (“PSUs”) held by Executive shall have the option (rounded to purchase his company vehicle for an amount equal to its depreciated book value a whole share), so that such accelerated PSUs will be vested (from a service time standpoint only) as of February 28, 2017; provided, however, that in no event will such PSUs be made available to Executive before the date Effective Date. For avoidance of his Covered Terminationdoubt, no changes will be made to the performance conditions (as described in section 3 of the PSU agreement) applicable to such PSUs and such PSUs will settle only at the time, and subject to the conditions, set forth in the PSU agreement. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirtyCimpress shall make a one-six months of the date of his Covered Terminationtime, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment to Executive in an the amount equal to 25% of his annual salary on $54,167. Cimpress shall make such payment within thirty (30) days following the date of his Covered TerminationSeparation Date. (h) The Company Cimpress shall cause make a one-time, lump sum payment to Executive in the SERP amount of $50,000 to defray incidental and DCP to miscellaneous expenses that may be amended to reflect incurred by Executive in connection with his departure from Cimpress. Cimpress shall make such payment within thirty (30) days following the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholdingSeparation Date. (i) Notwithstanding anything Cimpress shall arrange for Executive to receive, at Cimpress’ expense, outplacement services from an outplacement services firm selected and engaged by Cimpress (the “Outplacement Services”). The Outplacement Services shall be provided during the period commencing within a reasonable time following Effective Date and ending upon the earlier of (i) Executive’s acceptance of new employment and (ii) February 28, 2018. No cash payments will be made to Executive in the event Executive elects not to utilize any or all of the outplacement services. The payments and benefits described in the subsections immediately above are referred to collectively as the “Severance Benefits.” The Severance Benefits will be paid or otherwise provided subject to all applicable tax withholdings. If Executive has executed this Agreement prior to the contrary in this AgreementSeparation Date, upon then as a Change of Controlfurther condition to Executive’s eligibility to receive the Severance Benefits, Executive shall be entitled execute and deliver to receive Cimpress (to the benefits provided under attention of the Central and South West Corporation 1992 Long-Term Incentive Plan Cimpress contact person identified below the Cimpress signature block at the bottom of this Agreement (“Cimpress Contact Person”)), within the five (5) business day period following his last day of employment, a release dated on or any subsequent similar plan that may be implemented after the last day of his employment in the future. form of Exhibit A hereto (j) Executive shall be entitled to continued accesswhich, for the remainder avoidance of the calendar year doubt, shall supplement and is in which a Covered Termination occurs, addition to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is basedgeneral release set forth in Section 7 below).

Severance Benefits. If Executive's employment by Upon the occurrence of a Severance Payment Event, in addition to any other severance or employment-termination compensation or benefits to which the Executive may be entitled from the Company or any subsidiary thereof Subsidiary under the terms of any Plan (other than a severance benefits plan for employees generally) of which the Executive was a participant or successor thereto a beneficiary immediately before the Severance Payment Event, the following shall occur: (a) The Company shall pay the Executive in cash, within five Business Days after the Severance Payment Event, all of his Base Salary and all other earned but unpaid cash compensation or entitlements due to the Executive through (and including) the date of the Severance Payment Event, including unused earned and accrued vacation pay and unreimbursed reimbursable business expenses. (b) The Company shall make the Severance Payment in cash. In its discretion, the Compensation Committee may elect to make the Severance Payment in a lump sum or in substantially equal monthly payments over 12 months, which payment(s) shall be paid or commence to be paid within five Business Days after the Severance Payment Event. (c) The Company shall provide or arrange to provide the Executive (whether or not under any Welfare Benefit Plan then maintained), at the Company's sole expense and for the Benefit Continuation Period, Welfare Benefits that are substantially the same the Welfare Benefits provided to the Executive (and the Executive's spouse, dependents and beneficiaries) immediately before the Severance Payment Event, except that the Welfare Benefits to which the Executive is entitled under this subsection (c) will be subject to the Executive's compliance with the restrictions set out in Sections 4 through 13, and will be reduced to the extent that comparable welfare benefits are received by the Executive from an employer other than the Company or any Subsidiary during the Benefit Continuation Period. (The fact that the cost of the participation by the Executive, or the Executive's spouse, dependents or beneficiaries, in any Welfare Benefit Plan was paid indirectly by the Company, as a Covered Terminationreimbursement or a credit to the Executive, then before the Severance Payment Event does not mean that the corresponding Welfare Benefits were not "provided to the Executive" by the Company for the purpose of this subsection (c)). Notwithstanding the foregoing, this subsection (c) shall not apply if the Severance Payment Event is attributable to the death of Executive; in such event, the Designated Beneficiary, spouse and dependents of Executive shall be entitled to receivewhatever rights and benefits they have under the Plans at the time of death and nothing herein shall be construed to limit such rights and benefits. In the event that the Company cannot provide coverage under any Welfare Benefit Plan, as additional compensation described in this subsection (c), for services rendered to the entire Benefit Continuation Period, or any portion thereof, for whatever reason, then the Company shall pay the actuarial equivalent of the present value of such foregone coverage for Executive (including its subsidiaries)and his spouse, the following severance benefits: (adependents and beneficiaries, as applicable) A directly to Executive in a cash lump sum cash payment payment. Such determination for each affected Welfare Benefit Plan shall be made in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in good faith by the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCPCompensation Committee. (d) If Executive is Each Stock Award outstanding immediately before the Severance Payment Event and not eligible for retiree medical coverage yet exercised or forfeited (as the case may be) will automatically accelerate and become fully vested, exercisable, or nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to fully vest the Stock Award or cause it to become exercisable or nonforfeitable. In addition to Stock Awards, any compensation due under a performance-based, long-term incentive plan of the date Company or a Subsidiary will automatically accelerate and become fully payable and nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to fully vest such compensation and all requisite performance goals attributable thereto have been fully attained or satisfied. In the event of his Covered Terminationany change to a Welfare Benefits Plan following a Severance Payment Event, Executive and his spouse, dependents and beneficiaries, as applicable, shall be entitled to continue treated consistently with the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date then- current officers of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s(or its successor) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility respect to the Company). If Executive is eligible for retiree medical terms and conditions of coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any and other substantive provisions of the Welfare Benefit Coverages cannot be continued during Benefits plan. Executive and his spouse hereby agree to acquire and maintain any and all coverage for themselves and dependents that either or both of them are entitled to at any time under (i) a period when Executive is not an employee health plan offered by another employer or (ii) the Medicare program or any other medical coverage program of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal United States or any agency thereof. Notwithstanding any provision of this Agreement to the economic value of such benefit. (e) Executive shall be entitled contrary, in order to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant under Section 3(c) following a Severance Payment Event, the Executive must first execute an appropriate release agreement (on a form provided by the Company) whereby the Executive agrees to this Paragraph. Furtherrelease and waive, in return for such severance benefits, any severance benefits paid pursuant federal or state claims or causes of action that he has or may have against the Company or a Subsidiary including, without limitation, for unlawful discrimination, harassment or retaliation; provided, however, such release agreement shall not release any claim or cause of action by or on behalf of the Executive for (a) any payment or benefit that may be due or payable under this Agreement or any Plan prior to this Paragraph will be deemed the receipt thereof, (b) any willful failure by the Company to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. cooperate with Executive (i) in exercising his vested stock options or (ii) in the receipt of the proceeds from, or sale of, his shares of restricted stock in the Company, each in accordance with the terms of the respective Plan and stock option and restricted stock agreement, as applicable, (c) non-payment of salary or benefits to which he is entitled from the Company as of the Severance Payment Event, or (d) a breach of this Agreement or the Employment Agreement by the Company. Notwithstanding anything any provision hereof to the contrary contrary, the severance benefits and post-termination restrictive covenants as provided in this AgreementAgreement shall not duplicate, upon a Change of Controlor otherwise be in addition to, Executive shall be entitled to receive the similar severance benefits or covenants provided under the Central Employment Agreement. This Agreement shall control and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented govern over the Employment Agreement in such respect but only upon the futureoccurrence of a Severance Payment Event hereunder. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's In the event that your employment is terminated by the Company WABCO EXPATS, WABCO, or any subsidiary thereof of their affiliated companies without Cause or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, as additional compensation by you for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent Good Reason (as each such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered TerminationAppendix A hereto), or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall you will be entitled to receive reimbursements for out-placement services the following severance benefits, which are in connection with obtaining new employment incurred within twelve months lieu of and not in addition to any statutory severance benefits that may otherwise be payable to you. If the statutory severance benefits to which you would otherwise be entitled are greater than the amounts described herein, you will receive the statutory severance benefits and no amounts shall be payable under this section. Otherwise, the statutory severance benefits payable to you will be treated as an offset against the amounts payable under this section, so that you will be entitled under this section solely to the excess of the date amounts described herein over the amount of his Covered Terminationsuch statutory severance benefits, if any. In all events, the amounts payable as severance under this section is subject to your executing a release of claims against WABCO EXPATS, WABCO and their affiliated companies within 45 days of your termination of employment. For avoidance of doubt, any termination of your employment due to death, disability or pursuant to any applicable mandatory retirement policy for executive officers shall not be considered to be “without Cause” for purposes of determining eligibility for severance benefits. The gross severance benefits payable hereunder (prior to any offset for any statutory severance benefits payable) will include cash severance benefits in a single lump sum amount, payable 60 days after your employment termination, equal to one and one half times the sum of your (i) then current annual base salary plus (ii) your then current target annual incentive opportunity. You will also receive reimbursement of premiums for continued group medical coverage for you and your eligible dependents at the same coverage levels as in effect immediately prior to such termination for a period of 18 months, subject to earlier cessation if you receive comparable benefits from a future employer or fail to timely elect COBRA coverage and reimbursement for financial planning services up to a maximum amount equal of $5,000, so long as such request for reimbursement is submitted within one year of your termination of employment. If and to 15% the extent the requirements of his annual salary as Section 409A of the date U.S. Internal Code of his Covered Termination. 1986, as amended (f) Executive shall have the option “Code”), would otherwise apply to purchase his company vehicle for an amount equal to its depreciated book value as any of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable provided under this section, the parties intend that such severance benefits shall be exempt from Code Section 409A. Specifically, the parties intend that: (a) the severance pay described above shall be exempt from Code Section 409A as a “short-term deferral” pursuant to this ParagraphTreas. Further, any severance benefits paid Reg. Section 1.409A-1(b)(4); (b) the continued medical coverage described above shall be exempt from Code Section 409A pursuant to this Paragraph will be deemed to be a severance payment Treas. Reg. Section 1.409A-1(b)(9)(v)(B); and not compensation (c) the reimbursement for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available described above shall constitute a “limited payment” that is exempt from Code Section 409A pursuant to executive employees of Treas. Reg. Section 1.409A-1(b)(9)(v)(D). Notwithstanding the Company payment schedule contained elsewhere in this section, if and to the extent Section 409A would otherwise apply, if you are a “specified employee” (as defined below) at the time of your termination of employment, the Change severance benefits under this section shall not be made before the date which is six (6) months and one (1) day after the date of Control upon which your termination of employment (or, if earlier, the date of your death). For purposes of this agreement, “specified employee” shall have the meaning set forth in Treas. Reg. Section 1.409A-1(i), except that “compensation” shall be defined using the special rule provided in Treas. Reg. Section 1.415(c)-2(g)(5)(ii). Any payments that are so delayed will be paid in full on the first day following the end of the six (6) month period described above. In this case, you shall have the right during such Covered Termination is basedsix-month period to pay any unpaid part of the applicable premiums for continued medical coverage at your own expense in order for you to keep such coverage in force.”

Severance Benefits. If Executive's employment there is a Change in Control Termination, then, subject to Section 3.02 and provided that Employee executes and does not revoke the release of claims and separation agreement attached hereto as Exhibit A (the “Release”) and provided such Release becomes effective (without having been revoked) by the Company 60th day following Employee’s Separation from Service or such earlier date required by the release (such effectiveness deadline, the “Release Deadline”), Employee shall receive the following payments and benefits, which are in addition to any subsidiary thereof amounts owed to Employee as earned but unpaid wages through the Date of Termination and accrued but unused vacation, if any, through the Date of Termination. Notwithstanding any provision of this Agreement to the contrary, no payment or successor thereto benefit shall be subject provided to Employee pursuant to this Section 3.01 unless a Covered TerminationChange in Control is consummated within the Protected Period. No severance benefits will be paid or provided until the Release becomes effective. If the Release does not become effective and irrevocable by the Release Deadline, then Executive shall be entitled Employee will forfeit any rights to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits:or benefits under this Agreement. (a) A lump sum cash payment in an An amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as 100% of the date Employee’s annual base salary. For purposes of his Covered Terminationthis clause, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive annual base salary shall be entitled to continue defined as the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date greater of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s(x) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his Employee’s annual base salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company rate at the time of the Change in Control or (y) Employee’s annual base salary rate at the time of the Change in Control upon Termination. Such amount shall be paid in a single lump sum cash payment on the later of (i) the date of the next regularly scheduled payroll following the 60th day following Employee’s Separation from Service or (ii) the date of the Change in Control. (b) An amount equal to the greatest of (x) 100% of Employee’s full Target Variable Compensation for the last full fiscal year of the Company preceding the Change in Control, (y) 100% of Employee’s full Target Variable Compensation for the last full fiscal year of the Company preceding the Change in Control Termination or (z) 100% of Employee’s full Target Variable Compensation for the full fiscal year of the Company in which the Change in Control Termination occurs. Such amount shall be paid in a single lump sum cash payment on the later of (i) the date of the next regularly scheduled payroll following the 60th day following Employee’s Separation from Service or (ii) the date of the Change in Control. (c) An amount equal to (x) any actual earned bonus, commission or other short term cash incentive compensation for the fiscal year preceding the Change in Control Termination to the extent such Covered amount has not already been paid to Employee plus (y) a pro-rated portion of Employee’s full Target Variable Compensation for the full fiscal year of the Company in which the Change in Control Termination occurs, with such pro-rated portion determined by the portion of the fiscal year elapsed prior to Employee’s Date of Termination. Such amount shall be paid in a single lump sum cash payment on the later of (i) the date of the next regularly scheduled payroll following the 60th day following Employee’s Separation from Service or (ii) the date of the Change in Control. (d) Any stock options granted to Employee by the Company that are outstanding immediately prior to, but have not vested as of, the date of the Change in Control Termination shall become 100% vested and exercisable as of the later of the Date of Termination or the date of the Change in Control (but immediately prior to the consummation thereof). Any such stock option may be exercised by Employee until the earlier of (i) one year following the Date of Termination, or (ii) the original expiration date of the award (subject to any right that the Company may have to terminate such awards in connection with the Change in Control). (e) Any restricted stock or restricted stock units granted to Employee by the Company that are outstanding immediately prior to, but have not vested as of, the date of the Change in Control Termination shall become 100% vested as of the later of the Date of Termination or the date of the Change in Control (but immediately prior to the consummation thereof). (f) Any performance stock unit awards granted to Employee by the Company that are outstanding immediately prior to, but have not fully vested as of, the date of the Change in Control Termination shall become vested as follows: the greater of (i) 100% of the Target Units (as defined in the performance stock unit award agreement) less any previously vested units and (ii) the actual Earned Units (as defined in the performance stock unit award agreement) less any previously vested units shall be deemed Vested Units (as defined in the performance stock unit award agreement) as of the later of the Date of Termination or the date of the Change in Control (but immediately prior to the consummation thereof). (g) The Company shall pay Employee a fully taxable lump sum amount that, after deduction of federal, state and local income and employment taxes determined at the highest marginal rates applicable to Employee, will result in Employee retaining an amount equal to 12 months of the premiums that would be charged, as of the Date of Termination, for group health continuation coverage for Employee and Employee’s covered dependents pursuant to Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and any state law equivalent (“COBRA”). Employee may, but is basednot obligated to, use such payment toward the cost of COBRA premiums. Such amount shall be paid in a single lump sum cash payment on the later of (i) the date of the next regularly scheduled payroll following the 60th day following Employee’s Separation from Service or (ii) the date of the Change in Control. In the case of a Change in Control as defined in item (e) of Section 1.4, in lieu of providing the equity-related benefits set forth under items (d), (e), (f) and/or (g) above, the Company may instead cause the acquiror of the Significant Business Unit to provide cash or other equity awards of substantially equivalent value, as determined in the sole discretion of the Administrator and consistent with Section 409A of the Code or an exemption therefrom.

Severance Benefits. If Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Covered TerminationChange of Control occurs, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself himself and, where applicable, his eligible dependents following his Involuntary Termination for up to thirty-six twenty four months following (the date “Continuation Period”), as long as Executive continues either to pay the premiums paid by active employees of his Covered Terminationthe Company for such coverages or to pay the actual (nonsubsidized) cost of such coverages for which the Company does not subsidize for active employees. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees, and the applicable payments shall adjust as premiums for active employees of the Company or actual costs, whichever is applicable, change. Welfare Benefit Coverage(s) shall immediately end upon Executive's ’s obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Nothing herein shall be deemed to adversely affect in any way the additional rights, after consideration of the Continuation Period, of Executive is and his eligible for retiree medical dependents to health care continuation coverage as required pursuant to Part 6 of Title I of the date Employee Retirement Income Security Act of his Covered Termination1974, Executive shall receive earned retiree benefits as long as Executive continues amended. If, for any reason, Company is unable to pay the required premiums for such benefits. Notwithstanding the foregoing, if continue any of the Welfare Benefit Coverages cannot be continued during a period when in which Executive is not an employee of the Companywould otherwise be entitled to continue such Welfare Benefit Coverage(s), the Company shall pay to Executive a lump sum cash payment in an amount equal to the economic value of such benefitWelfare Benefit Coverage(s). (ec) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% cost of his annual salary as of the date of his Covered Termination$6,000, or an equivalent cash payment, if Executive either has or is not seeking new employment. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (hd) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant under this Agreement shall be paid to this ParagraphExecutive on or before the tenth business day after the last day of Executive’s employment with the Company; provided, however, that such severance benefits shall not be paid earlier than the day after expiration of the revocation period for the release required by Paragraph 6(i). Further, any Any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's ’s qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment there is a Non-CIC Termination, then, provided that Employee executes and does not revoke the Release and provided such Release becomes effective (without having been revoked) by the Company 60th day following Employee’s Separation from Service or any subsidiary thereof or successor thereto shall be subject to a Covered Terminationsuch earlier date required by the release (such effectiveness deadline, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries“Non-CIC Release Deadline”), Employee shall receive the following payments and benefits, which are in addition to any amounts owed to Employee as earned but unpaid wages through the Date of Termination and accrued but unused vacation, if any, through the Date of Termination. No severance benefits:benefits will be paid or provided until the Release becomes effective. If the Release does not become effective and irrevocable by the Non-CIC Release Deadline, Employee will forfeit any rights to severance or benefits under this Agreement. (a) A An amount equal to 100% of Employee’s then current annual base salary. Such amount shall be paid in a single lump sum cash payment in an amount equal to Executive's Severance Amounton the date of the next regularly scheduled payroll following the 60th day following Employee’s Separation from Service. (b) A An amount equal to 100% of Employee’s full Target Variable Compensation for the full fiscal year of the Company in which the Non-CIC Termination occurs. Such amount shall be paid in a single lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of on the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in next regularly scheduled payroll following the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination60th day following Employee’s Separation from Service. (c) A Any actual earned bonus, commission or other short term cash incentive compensation for the fiscal year preceding the Non-CIC Termination to the extent such amount has not already been paid to Employee. Such amount shall be paid in a single lump sum cash payment Actuarially Equivalent (as such term is defined in on the Pension Plan) to Executive's projected normal retirement benefit under date of the DCPnext regularly scheduled payroll following the 60th day following Employee’s Separation from Service. (d) If Executive is not eligible An amount equal to a pro-rated portion of Employee’s full total annual bonus, commission or other short term cash incentive compensation for retiree medical coverage as the full fiscal year of the date Company in which such Non-CIC Termination occurs (based upon the Company’s actual attainment of his Covered Terminationthe applicable performance objective(s), Executive shall be entitled to continue as determined by the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months Administrator or its designee in its sole discretion following the date end of his Covered the full fiscal year), with such pro-rated portion determined by the portion of the fiscal year elapsed prior to Employee’s Date of Termination. Such benefit rights amount shall apply only to those Welfare Benefit Coverages which the Company has be payable in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a single lump sum cash payment on the date on which Employee would have received the incentive compensation but for Employee’s Separation from Service (but in amount equal to any event no later than the economic value date of such benefitthe next regularly scheduled payroll following the 60th day following the end of the Company’s fiscal year in which Employee’s Separation from Service occurs). (e) Executive shall be entitled Any restricted stock units granted to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of Employee by the Company that are outstanding immediately prior to, but have not vested as of, the date of his Covered Termination, up to a maximum amount equal to 15the Non-CIC Termination that would have vested through normal time-based vesting within 12 months thereafter shall become 100% of his annual salary vested as of the date Date of his Covered Termination. For avoidance of doubt, any and all other restricted stock units that remain outstanding and have not vested as of the Date of Termination shall be cancelled and forfeited for no additional consideration. (f) Executive shall have The Company will pay Employee a fully taxable lump sum amount that, after deduction of federal, state and local income and employment taxes determined at the option highest marginal rates applicable to purchase his company vehicle for Employee, will result in Employee retaining an amount equal to its depreciated book value 12 months of the premiums that would be charged, as of the date Date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation for group health continuation coverage for Employee and Employee’s covered dependents pursuant to COBRA. Employee may, but is not obligated to, use such payment toward the cost of such relocation acceptable to the Company, Executive COBRA premiums. Such amount shall be entitled to receive paid in a single lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered the next regularly scheduled payroll following the 60th day following Employee’s Separation from Service. ▪ For the avoidance of doubt, no performance stock units, market stock units or stock options shall vest on an accelerated basis or otherwise in connection with, or following, a Non-CIC Termination. (h) The Company . In no event shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall Employee be entitled to receive the compensation and benefits provided under the Central both Section 3.01 and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the futureSection 4.01. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject MSTI will pay severance benefits to a Covered Termination, then Executive shall be entitled to receive, Employee as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsfollows: (ai) A lump sum cash payment in If this Agreement and Employee's employment hereunder are terminated by MSTI without Cause pursuant to Section 4(a), MSTI will pay Employee an amount equal to ExecutiveEmployee's then applicable annual Base Salary through the remaining term of this Agreement as provided in Section 1 (the "Severance AmountPayment"). If the effective date of termination occurs before the last day of the term of this Agreement as provided in Section 1, the Severance Payment will also include the value of the contributions that would have been made to Employee or for Employee's benefit under all applicable retirement and other employee benefit plans had Employee remained in MSTI's employ through the last day of the term. MSTI will also continue to provide Employee and Employee's dependents, at the expense of MSTI, with continuing coverage under existing health programs for the remaining term of this Agreement (or such shorter period during which Employee is eligible for and elects coverage under COBRA, as defined below), provided that, to the extent Employee paid a portion of the premium for such benefit while employed Employee shall continue to pay such portion during the period of continuation hereunder and provided further, that if such benefit is subject to the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") then any period of continuation hereunder shall be credited against the continuation rights under COBRA and Employee will be required to complete all COBRA election and other forms. (bii) A All payments that become due to Employee under this Section 4(e) will be made in equal monthly installments commencing on the first day of the month immediately succeeding Employee's termination of employment and continuing through the remaining term of this Agreement, unless MSTI elects to make those payments in one (1) lump sum cash payment Actuarially Equivalent (sum. MSTI will be obligated to make all payments that become due to Employee under this Section 4(e) whether or not Employee obtains other employment following termination or takes steps to mitigate any damages that Employee claims to have sustained as such term is defined a result of termination. The payments and other benefits provided for in the Pension Planthis Section 4(e) are intended to Executivesupplement any compensation or other benefits that have accrued or vested with respect to Employee or for Employee's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older account as of the effective date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Terminationtermination. (ciii) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) MSTI may elect to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if defer any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan payments that may be implemented in the future. (jbecome due to Employee under this Section 4(e) Executive shall be entitled to continued accessif, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which payments become due, MSTI is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause MSTI's capital to fall below such Covered Termination is basedminimum capital requirements. In this event, MSTI will resume making the payments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Covered TerminationChange of Control occurs, then then, in addition to the severance benefits Executive would otherwise be entitled to receive from the Company, Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself himself and, where applicable, his eligible dependents following his Involuntary Termination for up to thirtytwenty-six months following four months, as long as Executive continues either to pay the date premiums paid by active employees of his Covered Terminationthe Company for such coverages or to pay the actual (nonsubsidized) cost of such coverages which the Company does not subsidize for active employees. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees, and the applicable payments shall adjust as premiums for active employees of the Company or actual costs, whichever is applicable, change. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Nothing herein shall be deemed to adversely affect in any way the additional rights, after consideration of this extension period, of Executive is and his eligible for retiree medical dependents to health care continuation coverage as required pursuant to Part 6 of Title I of the date Employee Retirement Income Security Act of his Covered Termination1974, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefitamended. (ec) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% cost of his annual salary as of the date of his Covered Termination$10,000. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (hd) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant under this Agreement shall be paid to this Paragraphthe Executive on or before the fifth day after the last day of Executive's employment with the Company. Further, any Any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (ie) Notwithstanding anything to Any non-compete agreements between the contrary in this Agreement, upon a Change of Control, Executive and the Company shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the futureautomatically terminated. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's ’s employment is terminated by the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent without Cause (as such term is defined in the Pension Planbelow) to or upon Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service ’s resignation with Good Reason (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Terminationbelow), Executive shall be entitled to (i) continue to receive his base salary as in effect immediately prior to such termination, payable in regular installments in accordance with the Welfare Benefit Coverages Company’s normal payroll policies then in effect, and (ii) continue to be eligible to participate in employee benefit programs for himself/herself andsenior executive employees (other than bonus and incentive compensation plans), where applicableat the Company’s cost, his eligible dependents for up to thirty-six months following the extent permitted under the terms of such programs and under applicable law, as special severance payments from the date of his Covered Termination. Such benefit rights shall apply termination for a period of eighteen months thereafter (the “Severance Period”), if and only if Executive has executed and delivered to those Welfare Benefit Coverages which the Company the General Release substantially in form and substance as set forth in Exhibit A attached hereto and the General Release has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment become effective, and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as only so long as Executive continues to pay has not revoked or breached the required premiums for such benefits. Notwithstanding the foregoing, if any provisions of the Welfare Benefit Coverages canGeneral Release or breached the provisions of Section 2 or 3 hereof and does not be continued during a period when Executive is not an employee of the Company, apply for unemployment compensation chargeable to the Company shall pay to Executive a lump sum cash payment in amount equal to or any Subsidiary during the economic value of such benefit. (e) Severance Period. Executive shall not be entitled to receive reimbursements any other salary, compensation, or benefits after termination of his employment, except as specifically provided for out-placement services in the Company’s employee benefit plans or as otherwise expressly required by applicable law. Unless Executive is terminated by the Company or its successor without Cause in connection with obtaining new employment incurred or within twelve months following a Change of Control (as defined below), the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits amounts payable pursuant to this ParagraphSection 1 shall be reduced by the amount of any compensation Executive receives with respect to any other employment during the Severance Period; provided that Executive shall have no duty or obligation to seek other employment during the Severance Period or otherwise mitigate damages hereunder. FurtherUpon request from time to time, Executive shall furnish the Company with a true and complete certificate specifying any severance benefits paid pursuant to this Paragraph will be deemed such compensation earned or received by him from any Person other than the Company during the Severance Period. All payments required to be a severance payment and not compensation for purposes of determining made, or other benefits under required to be provided, by the Company's qualified retirement plans and shall Company hereunder to Executive or Executive’s dependents, beneficiaries, or estate will be subject to any required the withholding of such amounts relating to tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that other payroll deductions as may be implemented in the futurerequired by law. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment there is a Non-CIC Termination, then, provided that Employee executes and does not revoke the Release and provided such Release becomes effective (without having been revoked) by the Company 60th day following Employee’s Separation from Service or any subsidiary thereof or successor thereto shall be subject to a Covered Terminationsuch earlier date required by the release (such effectiveness deadline, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries“Non-CIC Release Deadline”), Employee shall receive the following payments and benefits, which are in addition to any amounts owed to Employee as earned but unpaid wages through the Date of Termination and accrued but unused vacation, if any, through the Date of Termination. No severance benefits:benefits will be paid or provided until the Release becomes effective. If the Release does not become effective and irrevocable by the Non-CIC Release Deadline, Employee will forfeit any rights to severance or benefits under this Agreement. (a) A An amount equal to 100% of Employee’s then current annual base salary. Such amount shall be paid in a single lump sum cash payment in an amount equal to Executive's Severance Amounton the date of the next regularly scheduled payroll following the 60th day following Employee’s Separation from Service. (b) A An amount equal to 100% of Employee’s full Target Variable Compensation for the full fiscal year of the Company in which the Non-CIC Termination occurs. Such amount shall be paid in a single lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of on the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in next regularly scheduled payroll following the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination60th day following Employee’s Separation from Service. (c) A Any actual earned bonus, commission or other short term cash incentive compensation for the fiscal year preceding the Non-CIC Termination to the extent such amount has not already been paid to Employee. Such amount shall be paid in a single lump sum cash payment Actuarially Equivalent (as such term is defined in on the Pension Plan) to Executive's projected normal retirement benefit under date of the DCPnext regularly scheduled payroll following the 60th day following Employee’s Separation from Service. (d) If Executive is not eligible An amount equal to a pro-rated portion of Employee’s full total annual bonus, commission or other short term cash incentive compensation for retiree medical coverage as the full fiscal year of the date Company in which such Non-CIC Termination occurs (based upon the Company’s actual attainment of his Covered Terminationthe applicable performance objective(s), Executive shall be entitled to continue as determined by the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months Administrator or its designee in its sole discretion following the date end of his Covered the full fiscal year), with such pro-rated portion determined by the portion of the fiscal year elapsed prior to Employee’s Date of Termination. Such benefit rights amount shall apply only to those Welfare Benefit Coverages which the Company has be payable in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a single lump sum cash payment on the date on which Employee would have received the incentive compensation but for Employee’s Separation from Service (but in amount equal to any event no later than the economic value date of such benefitthe next regularly scheduled payroll following the 60th day following the end of the Company’s fiscal year in which Employee’s Separation from Service occurs). (e) Executive shall be entitled Any restricted stock units granted to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of Employee by the Company that are outstanding immediately prior to, but have not vested as of, the date of his Covered Termination, up to a maximum amount equal to 15the Non-CIC Termination that would have vested through normal time-based vesting within 12 months thereafter shall become 100% of his annual salary vested as of the date Date of his Covered Termination. For avoidance of doubt, any and all other restricted stock units that remain outstanding and have not vested as of the Date of Termination shall be cancelled and forfeited for no additional consideration. (f) Executive shall have The Company will pay Employee a fully taxable lump sum amount that, after deduction of federal, state and local income and employment taxes determined at the option highest marginal rates applicable to purchase his company vehicle for Employee, will result in Employee retaining an amount equal to its depreciated book value 12 months of the premiums that would be charged, as of the date Date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation for group health continuation coverage for Employee and Employee’s covered dependents pursuant to COBRA. Employee may, but is not obligated to, use such payment toward the cost of such relocation acceptable to the Company, Executive COBRA premiums. Such amount shall be entitled to receive paid in a single lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered the next regularly scheduled payroll following the 60th day following Employee’s Separation from Service. For the avoidance of doubt, no performance stock units, market stock units or stock options shall vest on an accelerated basis or otherwise in connection with, or following, a Non-CIC Termination. (h) The Company . In no event shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall Employee be entitled to receive the compensation and benefits provided under the Central both Section 3.01 and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the futureSection 4.01. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment Employee terminates with Good Reason or is terminated by Choice for any reason other than Cause, Change in Control Termination, Disability or death and Employee executes the Release Agreement within twenty-one (21) days of the Termination Date (or forty-five (45) days if such longer review period is required by the Company or any subsidiary thereof or successor thereto ADEA) and has not revoked the Release Agreement as permitted therein, Choice shall be subject provide to Employee, in consideration of Employee’s promises and covenants contained in this Agreement and the Release Agreement, a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsSeverance Benefit equal to: (a) A lump sum cash During the Severance Benefit Period, a bi-weekly payment in an amount equal to Executive's Severance Amount.Employee’s bi-weekly base salary rate on the Termination Date, less standard deductions, payable in installments in accordance with Choice’s normal payroll practices (“Discretionary Pay”); (b) A lump sum cash payment Actuarially Equivalent (as such term is defined If the Termination Date occurs after June 30 in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as a given year, then Employee shall be eligible for full payout of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under bonus for that fiscal year based on the SERP, plus three years of Credited Service (as such term is defined in actual attainment level for the SERP) if Executive has not attained age fifty-five as company objectives and at a deemed 100% achievement of the date of his Covered Terminationindividual Management Bonus Objectives. The bonus will be paid out, if at all, at such time as the other corporate officers receive their bonus. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in Stock option, stock awards, and performance-based stock unit awards granted under Choice’s Long-Term Incentive Plan on or after the Pension Plan) date of this Agreement shall continue to Executive's projected normal retirement benefit under vest pursuant to their applicable terms during the DCPSeverance Benefit Period and vested stock options shall be exercisable during the Severance Benefit Period. At the end of the Severance Benefit Period, vesting shall cease and Employee shall have 90 days thereafter to exercise all stock options that are vested at the end of the Severance Benefit Period. (d) If Executive is not eligible During the Severance Benefit Period, Choice will provide Employee at its expense with its standard outplacement services for retiree medical coverage as of the date of his Covered Terminationexecutive level employees. Upon obtaining other employment, Executive shall Employee will be entitled ineligible to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefitreceiving these outplacement services at Choice’s expense. (e) Executive shall be entitled to receive reimbursements During the Severance Benefit Period, (i) Employee may continue deductions for outmedical, dental, and pre-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Terminationtax spending accounts while receiving Discretionary Pay, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable Employee consents to the Companycustomary deductions for such benefits from Discretionary Pay, Executive shall be entitled and (ii) Choice will continue to receive a lump sum cash payment in an amount equal pay employer contributions to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP Employee’s medical and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraphdental insurance, but not pre-tax spending accounts, while Employee is receiving Discretionary Pay. Further, any severance benefits paid pursuant to this Paragraph Choice will be deemed to be a severance payment and not compensation stop optional deductions for purposes of determining benefits under the Company's qualified items such as retirement plans and shall life insurance with Employee’s last paycheck for regular hours worked through the Termination Date. After the Severance Benefit Period, Employee will be subject eligible to any required tax withholding. (i) Notwithstanding anything continue group health and dental benefits at Employee’s own expense in accordance with and to the contrary in this Agreement, upon a Change of Control, Executive shall extent required by the federal COBRA law. The Release Agreement must be entitled to receive irrevocably effective within sixty (60) days following the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, Date. Subject to the financial planning services available to executive employees of six month delay referenced in Section 9(f), the Company at payments shall begin or be made on the time of sixtieth day following the Change of Control upon which such Covered Termination is basedDate.

Severance Benefits. If Executive's ’s employment is terminated by the Company without Cause, or any subsidiary thereof due to Executive’s death or successor thereto Disability, or as a result of Executive’s resignation for Good Reason (each a “Covered Termination”), Executive (or Executive’s estate, as applicable) shall be subject eligible to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), receive the following severance benefits: : (a1) A lump sum cash payment in of an amount equal to twelve (12) months of Executive's Severance Amount. ’s Base Salary in effect immediately prior to the Separation Date, less applicable payroll tax withholdings and deductions (bthe “Severance”); and (2) A lump sum cash payment Actuarially Equivalent twelve (as such term is defined 12) months of accelerated vesting of Executive’s Equity Awards (so that Executive becomes vested in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under portion of the SERP Equity Awards that would have become vested if Executive remained employed for 365 days after the Separation Date). (For avoidance of doubt, to the extent that any performance criteria under any Equity Award has attained age fifty-five or older not been satisfied as of the date of his Covered TerminationSeparation Date, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five Equity Awards shall terminate as of the Separation Date, and shall not be subject to the foregoing accelerated vesting benefit.) Except for the foregoing accelerated vesting benefit, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of the governing health insurance policies, the Company will reimburse the monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve (12) months after the Separation Date or until such earlier date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not either becomes eligible for retiree medical group health insurance coverage as through a new employer or ceases to be eligible for COBRA coverage (the “COBRA Payment Period”). Executive must submit to the Company appropriate documentation of the date foregoing health insurance payments, within sixty (60) days of his Covered Terminationmaking such payments, Executive shall in order to be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefitsreimbursed. Notwithstanding the foregoing, if any the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee Public Health Service Act), at the end of each remaining month of the CompanyCOBRA Payment Period, the Company shall pay Executive directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to Executive (assuming a lump sum cash payment 35% tax rate). Executive agrees to promptly notify the Company in amount equal to writing if Executive becomes eligible for group health insurance coverage through a new employer before the economic value end of such benefit. (ethe specified reimbursement period. For sake of reference, all severance benefits provided in entire subsection 9(g)(i) Executive shall be entitled referred to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of collectively as the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination“Severance Benefits. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.”

Severance Benefits. If Executive's employment Employee terminates for Good Reason or is terminated by Choice for any reason other than Cause, Change in Control Termination, Disability or death and Employee executes the Release Agreement within twenty-one (21) days of the Termination Date (or forty-five (45) days if such longer review period is required by the Company or any subsidiary thereof or successor thereto ADEA) and has not revoked the Release Agreement as permitted therein, Choice shall be subject provide to Employee, in consideration of Employee's promises and covenants contained in this Agreement and the Release Agreement, a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsSeverance Benefit equal to: (a) A lump sum cash During the Severance Benefit Period, a bi-weekly payment in an amount equal to ExecutiveEmployee's Severance Amount.bi-weekly base salary rate on the Termination Date, less standard deductions, payable in installments in accordance with Choice's normal payroll practices ("Discretionary Pay") ; (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in Any bonus(es) that would have otherwise been paid during the Pension Plan) to ExecutiveSeverance Benefit Period. Such bonuses shall be paid at 100% of Employee's unreduced projected supplemental monthly benefit at age sixty-two target under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Terminationapplicable bonus plan. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in Stock option and stock awards granted under Choice's Long-Term Incentive Plan after the Pension Plan) date of this Agreement shall continue to Executive's projected normal retirement benefit under vest and be exercisable during the DCPSeverance Benefit Period. At the end of the Severance Benefit Period, vesting shall cease and Employee shall have 90 days thereafter to exercise all stock options that are vested at the end of the Severance Benefit Period. (d) If Executive is not eligible During the Severance Benefit Period, Choice will provide Employee at its expense with its standard outplacement services for retiree medical coverage as of the date of his Covered Terminationexecutive level employees. Upon obtaining other employment, Executive shall Employee will be entitled ineligible to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executivereceiving these outplacement services at Choice's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefitexpense. (e) Executive shall be entitled to receive reimbursements During the Severance Benefit Period, (i) Employee may continue deductions for outmedical, dental, and pre-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Terminationtax spending accounts while receiving Discretionary Pay, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable Employee consents to the Companycustomary deductions for such benefits from Discretionary Pay, Executive shall be entitled and (ii) Choice will continue to receive a lump sum cash payment in an amount equal pay employer contributions to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP Employee's medical and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraphdental insurance, and pre-tax spending accounts while Employee is receiving Discretionary Pay. Further, any severance benefits paid pursuant to this Paragraph Choice will be deemed to be a severance payment and not compensation stop optional deductions for purposes of determining benefits under the Company's qualified items such as retirement plans and shall life insurance with Employee's last paycheck for regular hours worked through the Termination Date. Employee will be subject eligible to any required tax withholding. (i) Notwithstanding anything continue group health and dental benefits at Employee's own expense in accordance with and to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive extent required by the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the futurefederal COBRA law. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Termination, then Executive shall will be entitled to receive(A) a lump-sum payment of severance pay equal to the greater of (I) the product of (x) Executive’s Base Salary, as additional compensation for services rendered then in effect, and (y) a fraction, the numerator of which is the number of days remaining in the Employment Term after the effective date of termination and the denominator of which is 365 (less applicable withholdings) and (II) twelve (12) months of Executive’s Base Salary, as then in effect (less applicable withholdings); and (B) provided that Executive timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents, reimbursement from the Company for the COBRA premiums for such coverage (including its subsidiaries)at the coverage levels in effect immediately prior to her termination) for up to Twenty Four (24) months following the termination date, as long as Executive remains eligible for COBRA; provided, however, that if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or to otherwise violate the then-applicable provisions of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the guidance and regulations issued thereunder, the following severance benefits: (a) A lump sum cash payment Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive's Severance Amount. ’s group health coverage in effect on the termination of employment date (bwhich amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, upon which Executive obtains other employment or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERPy) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for paid an amount equal to its depreciated book value as twenty four (24) such monthly payments. For the avoidance of doubt, the date taxable payments in lieu of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment COBRA reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required all applicable tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by during the Company Initial Term or any subsidiary thereof or successor thereto shall be subject to a Covered TerminationRenewal Term, then Executive shall be entitled to receive, this Agreement and Executive’s employment are terminated without Cause by Rural/Metro as additional compensation for services rendered set forth in Section 5B prior to the Company (including its subsidiaries)last day of the Initial Term or any Renewal Term, the following severance benefits: (a) A lump sum cash payment in an amount equal to Executive's Severance Amount. (b) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP or if Executive has attained age fifty-five or older elects to terminate this Agreement for Good Reason as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined set forth in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered TerminationSection 6A, Executive shall receive earned retiree benefits the “Severance Benefits” provided by this Section. In addition, Executive also shall receive the Severance Benefits if his employment is terminated due to Disability as long set forth in Section 7 or due to Rural/Metro’s non-renewal of this Agreement as set forth in Section 4. The Severance Benefits shall begin immediately following the effective date of termination of employment and, except as otherwise provided herein, will continue to be payable for a period (the “Benefit Period”) of twenty-four (24) months thereafter. The Executive’s Severance Benefits shall consist of the continuation of Executive’s then Base Salary for duration of the Benefit Period, less lawfully required withholdings, and shall be paid in accordance with Rural/Metro’s generally-applicable payroll practices. Such Severance Benefits shall be paid in lieu of any accrued vacation time, but shall not be in lieu of any MIP award or other incentive compensation due to Executive continues for services rendered prior to the date of termination. The Severance Benefits also shall consist of the continuation of any health, medical, dental, vision or pharmaceutical coverage that Executive was participating in as of the last day of active employment. These coverages shall be continued under COBRA beginning the first day of the month following the effective termination date and shall continue for the duration of the Benefit Period provided that Executive satisfactorily complies with all COBRA election requirements. During the Benefit Period, Executive shall continue to pay the required same premiums paid as of the last day of active employment. Executive’s life insurance coverage may be converted to an individual policy within 30 days of the effective termination date. Upon conversion, the cost of maintaining an individual policy resides with Executive. If a particular insurance benefit may not be continued for such benefitsany reason, Rural/Metro shall pay a “Benefit Allowance” to the Executive. Notwithstanding The “Benefit Allowance” will equal 145% of the foregoingcost to Rural/Metro of providing the unavailable insurance benefit to a similarly situated employee. The Benefit Allowance shall be paid on a monthly basis or in a single lump sum. The cost of providing the unavailable benefit to a similarly situated employee and whether the Benefit Allowance will be paid in monthly installments or in a lump sum will be determined by Rural/Metro in the exercise of its discretion. If Executive voluntarily terminates this Agreement and his employment without Good Reason prior to the end of the Initial Term or any Renewal Term, or if Rural/Metro terminates the Agreement and Executive’s employment for Cause, no Severance Benefits shall be paid to Executive. No Severance Benefits are payable in the event of Executive’s death, except as expressly set forth in Section 7 above. Severance Benefits will cease if Executive elects to forgo future Severance Benefits pursuant to Section 11G in order to avoid any further restrictions on his ability to engage in a competing business or to solicit employees or clients. If Executive makes an election pursuant to Section 11G, the Severance Benefits will cease as of the effective date of the election. Severance Benefits and Executive’s right to exercise any stock options also shall immediately cease if Executive commits a material violation of any of the Welfare Benefit Coverages canterms of this Agreement relating to confidentiality and non-disclosure, as set forth in Section 10, or the Covenant-Not-To-Compete, as set forth in Section 11. Only material violations will result in the loss of Severance Benefits and the ability to exercise stock options. The payment of Severance Benefits shall not be continued during a period when affected by whether Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) seeks or obtains other employment. Executive shall have no obligation to seek or obtain other employment and Executive’s Severance Benefits shall not be entitled impacted by Executive’s failure to “mitigate.” In order to receive reimbursements for out-placement services the Severance Benefits, Executive must execute any release reasonably requested by Rural/Metro of claims that Executive may have in connection with obtaining new his employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Terminationwith Rural/Metro. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.

Severance Benefits. If Executive's employment by In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations under it and under the agreement between you and the Company or any subsidiary thereof or successor thereto shall be subject to a Covered Terminationcaptioned "Confidentiality/Non-Disclosure Agreement" which you signed on February 1, then Executive shall be entitled to receive, as additional compensation for services rendered to 2001 (the Company (including its subsidiaries"Confidentiality Agreement"), the Company will provide you the following severance pay and benefits: (a) A lump sum cash The Company will pay you your salary, at your final base rate of pay, for the period from the Separation Date through August 31, 2002 (the "Severance Pay Period"). Payments will made in the form of salary continuation and will begin on the next regular Company payday which is at least five business days following the later of the effective date of this Agreement or the date it is received by the Chief Legal Officer of the Company. The first payment in an amount equal will be retroactive to Executive's Severance Amountthe day following the Separation Date. (b) A Within ten (10) days following the Severance Pay Period, the Company will pay you a single lump sum cash payment Actuarially Equivalent (as such term is defined equal to your annual base salary at the rate in effect on the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered TerminationSeparation Date. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined If you were enrolled in the Pension Plan) Company's medical and dental plans on the Separation Date, you may elect to Executive's projected normal retirement benefit continue your participation and that of your eligible dependents in those plans for a period of time under the DCPfederal law known as "COBRA." If you do so by signing and returning the COBRA election form no later than the date you sign and return this Agreement, then, until the conclusion of the Severance Pay Period or, if earlier, until the date you become eligible for coverage under the health plan of another employer, the Company will contribute to the premium cost of your coverage and that of your eligible dependents under those plans the same amount that it contributes to the premium cost of coverage of active employees and their eligible dependents. To be eligible for these Company premium contributions, however, you must pay the remainder of the premium cost by payroll deduction. You agree to notify the Company immediately if you become eligible for coverage under the health plan of another employer during the Severance Pay Period and to repay promptly any excess contributions made by the Company. After the Company's contributions end, you may continue coverage for the remainder of the COBRA period, if any, by paying the full premium cost plus a small administrative fee. In the alternative, the Company will reimburse you for the premium cost of your coverage and that of your eligible dependents under the Company's health benefit offerings in your home country in the same amount that the Company contributes to the premium cost of coverage for health benefits of active employees and their eligible dependents in that country. (d) If Executive In connection with your repatriation, you will receive the benefits set forth in the Company's International Relocation Policy, a copy of which is not eligible for retiree medical coverage attached as of Exhibit A, provided that the date of his Covered Termination, Executive benefits set forth therein under the heading "Travel and Temporary Living" shall be entitled to continue the Welfare Benefit Coverages provided for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Companyninety (90) days, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall and further provided that you will be entitled eligible to receive reimbursements for out-placement services tax preparation assistance in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, returns for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is basedperiod that you were on international assignment.

Severance Benefits. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject First Busey will pay severance benefits to a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsfollows: (ai) A lump sum cash payment in If this Agreement and Executive’s employment hereunder are terminated by First Busey without Cause pursuant to Section 4(a), or by reason of Executive’s Constructive Discharge pursuant to Section 4(c), First Busey will pay Executive an amount equal to the sum of (A) Executive's ’s then applicable annual Base Salary, plus (B) the amount of the most recent performance bonus that First Busey paid to Executive pursuant to Section 3(b), plus (C) the amount contributed by First Busey on behalf of Executive to First Busey’s tax-qualified retirement plans (other than Internal Revenue Code Section 401(k) contributions) for the calendar year immediately preceding Executive’s termination of employment (collectively, the “Severance AmountPayment”). First Busey will also reimburse Executive for up to twelve (12) months for continuing coverage under First Busey’s health insurance pursuant to the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive remains eligible for such COBRA continuation for such period following the effective date of termination, provided further that to the extent Executive paid a portion of the premium for such benefit while employed Executive shall continue to pay such portion during the period of continuation hereunder and any period of continuation hereunder shall be credited against the continuation rights under COBRA and Executive will be required to complete all COBRA election and other forms. (bii) A lump sum cash payment Actuarially Equivalent Notwithstanding Section 4(g)(i) and in lieu of any payments provided for thereunder, if this Agreement and Executive’s employment are terminated within one (as such term is defined in 1) year after the Pension Plan) occurrence of a Change of Control either by Executive pursuant to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under the SERP, plus three years of Credited Service (as such term is defined in the SERP) if Executive has not attained age fifty-five as of the date of his Covered Termination. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in the Pension Plan) to Executive's projected normal retirement benefit under the DCP. (d) If Executive is not eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall be entitled to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(sSection 4(c) (with Constructive Discharge) or by First Busey or its successor pursuant to Section 4(a) (Termination Without Cause), First Busey or its successor will pay Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefit. (e) Executive shall be entitled to receive reimbursements for out-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Termination, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to two (2) times the Severance Payment. In this event, First Busey or its depreciated book value successor will also reimburse Executive for twenty-four (24) months for continuing coverage under First Busey’s health insurance pursuant to COBRA, provided that Executive remains eligible for such COBRA continuation for such period following the effective date of termination, provided further that to the extent Executive paid a portion of the premium for such benefit while employed Executive shall continue to pay such portion during the period of continuation hereunder and any period of continuation hereunder shall be credited against the continuation rights under COBRA and Executive will be required to complete all COBRA election and other forms. (iii) All payments that become due to Executive under this Section 4(g) will be made in substantially equal installments in accordance with First Busey’s regular payroll practices over the one (1) year period (provided that if payment is being made pursuant to Section 4(g)(ii), payment shall be made over two (2) years commencing on the first regular pay date immediately succeeding, and administratively practicable, the expiration of the seven (7) day revocation period set forth in the general release required by Section 4(j). First Busey will be obligated to make all payments that become due to Executive under this Section 4(g) whether or not Executive obtains other employment following termination or takes steps to mitigate any damages that Executive claims to have sustained as a result of termination. The payments and other benefits provided for in this Section 4(g) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Executive or for Executive’s account as of the effective date of his Covered Terminationtermination. (giv) If First Busey and Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months intend that no portion of the date of his Covered Termination, upon providing documentation of such relocation acceptable to the Company, Executive shall be entitled to receive a lump sum cash any payment in an amount equal to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraph. Further, any severance benefits paid pursuant to this Paragraph will be deemed to be a severance payment and not compensation for purposes of determining benefits under the Company's qualified retirement plans and shall be subject to any required tax withholding. (i) Notwithstanding anything to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled or payments to receive the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the future. (j) Executive shall be entitled to continued access, for the remainder benefit of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.Executive under any other agreement

Severance Benefits. If Executive's employment Employee terminates for Good Reason or is terminated by Choice for any reason other than Cause, Change in Control Termination, Disability or death and Employee executes the Release Agreement within twenty-one (21) days of the Termination Date (or forty-five (45) days if such longer review period is required by the Company or any subsidiary thereof or successor thereto ADEA) and has not revoked the Release Agreement as permitted therein, Choice shall be subject provide to Employee, in consideration of Employee’s promises and covenants contained in this Agreement and the Release Agreement, a Covered Termination, then Executive shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefitsSeverance Benefit equal to: (a) A lump sum cash During the Severance Benefit Period, a bi-weekly payment in an amount equal to Executive's Severance Amount.Employee’s bi-weekly base salary rate on the Termination Date, less standard deductions, payable in installments in accordance with Choice’s normal payroll practices (“Discretionary Pay”) ; (b) A lump sum cash payment Actuarially Equivalent (as such term is defined If the Termination Date occurs after June 30 in the Pension Plan) to Executive's unreduced projected supplemental monthly benefit at age sixty-two under the SERP if Executive has attained age fifty-five or older as a given year, then Employee shall be eligible for full payout of the date of his Covered Termination, or to Executive's accrued supplemental monthly benefit under bonus for that fiscal year based on the SERP, plus three years of Credited Service (as such term is defined in actual attainment level for the SERP) if Executive has not attained age fifty-five as company objectives and at a deemed 100% achievement of the date of his Covered Terminationindividual Management Bonus Objectives. The bonus will be paid out, if at all, at such time as the other corporate officers receive their bonus. (c) A lump sum cash payment Actuarially Equivalent (as such term is defined in Stock option and stock awards granted under Choice’s Long-Term Incentive Plan after the Pension Plan) date of this Agreement shall continue to Executive's projected normal retirement benefit under vest and be exercisable during the DCPSeverance Benefit Period. At the end of the Severance Benefit Period, vesting shall cease and Employee shall have 90 days thereafter to exercise all stock options that are vested at the end of the Severance Benefit Period. (d) If Executive is not eligible During the Severance Benefit Period, Choice will provide Employee at its expense with its standard outplacement services for retiree medical coverage as of the date of his Covered Terminationexecutive level employees. Upon obtaining other employment, Executive shall Employee will be entitled ineligible to continue the Welfare Benefit Coverages for himself/herself and, where applicable, his eligible dependents for up to thirty-six months following the date of his Covered Termination. Such benefit rights shall apply only to those Welfare Benefit Coverages which the Company has in effect from time to time for active employees. Welfare Benefit Coverage(s) shall immediately end upon Executive's obtainment of new employment and eligibility for similar Welfare Benefit Coverage(s) (with Executive being obligated hereunder to promptly report such eligibility to the Company). If Executive is eligible for retiree medical coverage as of the date of his Covered Termination, Executive shall receive earned retiree benefits as long as Executive continues to pay the required premiums for such benefits. Notwithstanding the foregoing, if any of the Welfare Benefit Coverages cannot be continued during a period when Executive is not an employee of the Company, the Company shall pay to Executive a lump sum cash payment in amount equal to the economic value of such benefitreceiving these outplacement services at Choice’s expense. (e) Executive shall be entitled to receive reimbursements During the Severance Benefit Period, (i) Employee may continue deductions for outmedical, dental, and pre-placement services in connection with obtaining new employment incurred within twelve months of the date of his Covered Terminationtax spending accounts while receiving Discretionary Pay, up to a maximum amount equal to 15% of his annual salary as of the date of his Covered Termination. (f) Executive shall have the option to purchase his company vehicle for an amount equal to its depreciated book value as of the date of his Covered Termination. (g) If Executive relocates his primary residence in connection with obtaining new employment and such relocation occurs within thirty-six months of the date of his Covered Termination, upon providing documentation of such relocation acceptable Employee consents to the Companycustomary deductions for such benefits from Discretionary Pay, Executive shall be entitled and (ii) Choice will continue to receive a lump sum cash payment in an amount equal pay employer contributions to 25% of his annual salary on the date of his Covered Termination. (h) The Company shall cause the SERP Employee’s medical and DCP to be amended to reflect the severance benefits payable pursuant to this Paragraphdental insurance, but not pre-tax spending accounts, while Employee is receiving Discretionary Pay. Further, any severance benefits paid pursuant to this Paragraph Choice will be deemed to be a severance payment and not compensation stop optional deductions for purposes of determining benefits under the Company's qualified items such as retirement plans and shall life insurance with Employee’s last paycheck for regular hours worked through the Termination Date. Employee will be subject eligible to any required tax withholding. (i) Notwithstanding anything continue group health and dental benefits at Employee’s own expense in accordance with and to the contrary in this Agreement, upon a Change of Control, Executive shall be entitled to receive extent required by the benefits provided under the Central and South West Corporation 1992 Long-Term Incentive Plan or any subsequent similar plan that may be implemented in the futurefederal COBRA law. (j) Executive shall be entitled to continued access, for the remainder of the calendar year in which a Covered Termination occurs, to the financial planning services available to executive employees of the Company at the time of the Change of Control upon which such Covered Termination is based.