Common use of Severance Benefits Clause in Contracts

Severance Benefits. If the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder).

Severance Benefits. If the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300900% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder).

Severance Benefits. If Following a Covered Termination and subject to the Executive's employment shall terms and conditions set forth in Section 1.3, Executive will be terminated eligible for the following severance benefits: (a) An amount payable by the Company within three to Executive equal to nine (39) years after a Change in Control months of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full ’s base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the Termination Date, disregarding any decrease in Executive’s base salary that forms the basis for Good Reason (the “Benefit Period”), which payment will be subject to standard payroll deductions and withholdings and will be made in a lump sum within ten (10) business days following the date prior to the Change Release described in Control Section 1.3 becomes effective and can no longer be revoked by Executive (the rate in effect at the time Notice of Termination is given“Release Effective Date”), plus all other amounts to which the Executive is entitled under any compensation plan of provided the Company in effect on has received the Release from Executive by such date, the payments are due, except as otherwise provided below; (iib) If Executive is participating in lieu of any further salary payments the Company’s group health insurance plans on the Termination Date, an amount payable by the Company to Executive equal to the premiums necessary to continue Executive’s health insurance coverage in effect for Executive and Executive’s covered dependents under the Consolidated Omnibus Reconciliation Act of 1985, for periods subsequent a period equal to the Date of TerminationBenefit Period, except as provided which payment will be subject to standard payroll deductions and withholdings and will be made in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by within ten (10) business days following the Release Effective Date, provided the Company or any parent or subsidiary of has received the Company to the Release from Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100such date; (iiic) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") Each stock option granted to the ExecutiveExecutive (individually, if any, under the stock option plans of the Company, or otherwise, for an “Option”) to purchase certain shares of common stock of the Company Company, par value $0.001 per share ("Company the “Shares"), except as provided in Paragraph 5(d”) below, the Executive shall receive an amount in cash equal pursuant to the product of (A) the excess ofMast Therapeutics, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986Inc. 2015 Omnibus Incentive Plan, as may be amended (the "Code")or restated from time to time, the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices equity incentive plan as furnished by a professional market maker making a market in the Company Shares selected may be adopted by the Board of Directors and approved by the stockholders of the CompanyCompany (the “Plan”), and regardless of whether such Option was granted before, on, or after the Effective Date, shall immediately prior to such Covered Termination (yunless such Option has earlier terminated) become vested with respect to 18.75% of the total number of Shares that were subject to such Option on its date of grant; provided, however, that notwithstanding the increased vesting provided for in the case preceding sentence, in no event shall any Option become vested and exercisable for more than the total number of all other OptionsShares that were subject to such Option on its date of grant (subject to adjustment as provided in the applicable Grant Agreement); (d) The exercise period for each Option (regardless of whether granted before, on, or after the higher Effective Date) shall be extended such that Executive may exercise each such Option, to the extent vested as of such closing price or Covered Termination (for clarity, after taking into account the highest per share price for any Company Shares actually paid vesting acceleration provision of paragraph (c) of this Section 1.2) and in connection accordance with any Change in Control the terms of the Companywritten agreement, over the per share exercise price of each Option held by the Executive (irrespective of whether contract or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each other instrument or document evidencing such Option (irrespective of whether or not such Option is then fully exercisablethe “Grant Agreement”). The parties hereto acknowledge and agree , any time after the Release Effective Date (provided that the benefits afforded Company has received the Release from Executive by such date) and prior to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase close of business on the benefits accruing to last calendar day of the Executive under any stock option plan under which any such Options are granted. Insofar as 9th full calendar month following the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt date of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the CompanyCovered Termination; and (ive) The Notwithstanding paragraphs (c) and (d) of this Section 1.2, in the event of a Covered Termination following a Change in Control in which the successor company (or a subsidiary or parent thereof) assumed or substituted for an Option on substantially the same terms and conditions (which may include providing for settlement in the common stock of the successor company (or a subsidiary or parent thereof)), then (i) any such Option (regardless of whether granted before, on, or after the Effective Date) shall become fully (100%) vested; and (ii) any such Option (regardless of whether granted before, on, or after the Effective Date) may be exercised in accordance with the terms of the Grant Agreement at any time after the Release Effective Date (provided that the Company shall also pay or the successor company, as applicable, has received the Release from Executive by such date) and prior to the Executive all legal fees and expenses incurred by close of business on the Executive as a result of such termination tenth (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 10th) anniversary of the Code to any payment or benefit provided hereunder)date of grant of the Option.

Severance Benefits. A. If a Change of Control occurs and, within one year thereafter, the Executive's ’s employment shall be by the Company is terminated by the Executive following an Event of Termination for Good Reason or by the Company within three (3) years after otherwise than as a Change in Control result of the Company, for reasons other than for an Event of Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall will be entitled to receive benefits (“Change of Control Severance Benefits”) consisting of: (a) a lump sum payment equal to one year of Executive’s base salary as in effect immediately prior to the benefits provided below: Change of Control (minus lawful withholdings); (b) a lump sum payment equal to the dollar amount of Executive’s full target bonus percentage as in effect immediately prior to the Change of Control (minus lawful withholdings); (c) a lump sum payment of $10,000 (minus lawful withholdings) that Executive may use for benefit continuation under COBRA or for any other purpose; and (d) accelerated vesting of Executive’s stock options under any stock option agreement(s) between Executive and AOI, meaning that all outstanding but unvested stock options shall be accelerated and fully vested, and all vested options shall be exercisable until the later of (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater 15th day of the rate in effect on third month following the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company stock options would otherwise have expired in effect on the dateaccordance with their original terms, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary December 31 of the Company to the Executive and included calendar year in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall stock options would otherwise have been employed by the Company or any parent or subsidiary of the Company), less $100; expired in accordance with their original terms and (iii) such longer period (not to exceed twelve months following the Separation from Service (as defined in consideration of paragraph 4.0 below) as may be provided by the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) Treasury Department in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under final regulations addressing Section 422A 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”); provided, however, that the foregoing shall not be construed to cause an incentive stock option to fail to meet the statutory requirements of Section 422 of the Code. B. If at any time prior to a Change of Control the Executive’s employment is terminated by the Company for any reason other than an Event of Termination for Cause or if Executive resigns because of an Event of Termination for Good Reason, Executive shall be entitled to receive payment equal to (i) a lump sum payment equal to one year of Executive’s base salary as in effect immediately prior to such termination (minus lawful withholdings); (ii) a lump sum payment equal to the dollar amount of Executive’s full target bonus percentage as in effect immediately prior to such termination (minus lawful withholdings); (iii) a lump sum payment of $15,000 (minus lawful withholdings) that Executive may use for benefit continuation under COBRA or for any other purpose (“Separation Benefits”). C. If payable under paragraph 4.A, the Change of Control Severance Benefits shall be paid on the later of the 60 day after the effective date of Executive’s “separation from service” (within the meaning of Section 409A and the regulations issued thereunder) (“Separation from Service”), or six months and one day after the closing price on Executive’s Separation from Service if the Executive is a “specified employee” (as that term is defined under Section 409A of the Code and the regulations issued thereunder) (“Specified Employee”) at the time the Executive becomes entitled to Change of Control Severance Benefits under this Paragraph. If payable under paragraph 4.B, the Separation Benefits shall be paid periodically in installments over the twelve months following the Executive’s Separation from Service, in accordance with the Company’s regular payroll practices, provided that no payment shall be made prior to the 60th day after the effective date of Executive’s Separation from Service or nearest six months and one day after the Date Executive’s Separation from Service if the Executive is a Specified Employee at the time the Executive becomes entitled to the Separation Benefits under this Paragraph. Notwithstanding the foregoing, no Change of Termination Control Severance Benefits or Separation Benefits shall be due under this Agreement unless (a) prior to the 60th day after the effective date of Executive’s separation from service, Executive has signed a release agreement (“Release Agreement”) that the Company Shares as reported will provide in which Executive releases any possible claims against the Company and all of its parents, divisions, subsidiaries, affiliates, and related companies, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors, and assigns; and (b) prior to the 60th day after the effective date of Executive’s separation from service, the seven day revocation period in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in Release Agreement has expired without Executive’s revocation. In the case of all other OptionsSeparation Benefits, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company Release Agreement shall also pay include a reasonable agreement to cooperate for a period of six months following the Executive all legal fees employment termination date and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)mutual non-disparagement clause.

Severance Benefits. If there is a Change of Control, as defined in Paragraph 4 of this Agreement, during the Term of this Agreement, and (A) the Executive leaves the employment of the Company for Good Reason, as explained in Paragraph 5 of this Agreement, within the twenty-four (24) months after the Change or Control; or (B) the employment of the Executive is terminated without Cause as defined in Paragraph 6 of this Agreement within twenty-four (24) months after the Change of Control; and (C) the Executive signs the form of the Release that is attached to and incorporated in this Agreement with the Company or Holdings, or their successors; then, in addition to the Executive's employment unpaid base salary and unused accrued vacation as of the Date of Termination, the Executive shall receive the following benefits ("Severance Benefits"): a. An amount equal to two (2) times the Executive's annual Base Salary, which shall be terminated by defined as the Company within Executive's base rate of compensation in effect as of the date of the Date of Termination; and b. An amount equal to two (2) times the Executive's actual total annual incentive award(s) or bonus(es) earned with the Company, its affiliates (as defined in the federal securities laws), and any successors thereto, averaged over the last three (3) years after a Change in Control (whether or not deferred) or, if shorter, over the Executive's entire period of employment with either the Company, for reasons other than for Termination for Cause, Retirement, Death or Disabilityits affiliate, or terminated by any successor thereto. The total annual incentive award or bonus is the Executive for Good Reason within three sum of (3i) years after a Change in Control of the Company, then, subject cash awards or bonuses paid to the limitations set forth in Subparagraph 5(dExecutive, plus (ii) below, the value of stock awarded to the Executive. The value of stock awarded to the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect calculated based on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options stock as of the date the stock was awarded to the Executive. Notwithstanding the foregoing, the Executive's actual total annual incentive award(s) or bonus(es) shall be calculated excluding the value of all such Options equals options to purchase stock which may have been awarded to the ratio Executive. If the Executive's period of employment with either the Company, its affiliates, or any successors thereto, is less than one (1) year, the average incentive award or bonus shall be considered zero (0); and c. Outplacement services that are customary to the position, relative to the Company's past practice; and d. Payment of the amount payable under this Subparagraph 5(b)(iii) after Executive's monthly COBRA premiums for continued health and dental insurance coverage for the application shorter of the limitation described following periods: (i) eighteen (18) months; or (ii) until the Executive no longer has coverage under Paragraph 5(d)COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and e. If the Executive has regular use of a Company vehicle for business and personal use, personal use of a vehicle (of the same make and model for which the Executive was eligible within 180 days before the Executive's Date of Termination) for a two-year period following the date of the Executive's Date of Termination. At the end of the two-year period the Company shall offer for sale to the amount that otherwise would have been paid under this Subparagraph 5(b)(iiiExecutive the vehicle which the Executive was then using at the then current book value (purchase price less accumulated depreciation) in the absence of such limitationsvehicle. The Options canceled pursuant to In lieu of the immediately preceding sentence shall be those Options providing foregoing, and in full satisfaction of the smallest "excess amounts" as determined company's obligations under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty may, at its election, transfer title of the vehicle to the Executive within one month after the Executive's loan Date of Termination. The Company will be responsible for such amount as needed by all vehicle transfer taxes and the Executive to exercise those outstanding Options that may will be exercised as they become exercisable by responsible for all income taxes arising from the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iiitransfer which will be valued at the then current book value (purchase price less accumulated depreciation) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether vehicle. The cash Severance Benefits described in sub-paragraphs (a) and (b) above shall be paid to the Executive continues as an employee in a single lump sum within thirty (30) calendar days after the Date of Termination. The Company shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Executive shall not be entitled to receive Severance Benefits if employment with the Company ends due to (i) death, (ii) retirement pursuant to the Company; and 's pension plan as then in effect, (iii) the Executive has reached the age of 65, (iv) The Company shall also pay Disability as defined in paragraph 6, (iv) without Good Reason, or (v) due to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)Cause.

Severance Benefits. (i) If the Executive is subject to termination pursuant to an Involuntary Termination (as defined in Section 7), then in addition to any amounts / benefits owed under Section 4(b), the Company shall pay the Executive's employment shall : (x) an amount equal to 100% of his or her then current annual Base Salary for one year, plus (y) at the discretion of the Compensation Committee, a pro-rated portion of the bonus that the Executive would be terminated entitled to receive under the Company’s Annual Incentive Plan (“Bonus”). The pro-rated Bonus will be calculated by the Company compensation committee by extrapolating the Company’s anticipated full year performance based on the current year performance to date and then multiplying the resulting full year extrapolation a fraction the numerator of which is the number of days during the calendar year the Executive worked in the year of Involuntary Termination up to the termination date and the denominator of which is 365 (the amounts paid under (i) and (ii) constitute the “Severance Payment”). If the Executive is subject to an Involuntary Termination prior to March 31 of any calendar year, and has, therefore, not yet received payment for the prior year under the Annual Incentive Plan, then the Executive will also be entitled to such payment under the Annual Incentive Plan as he would otherwise have been entitled to receive had he remained employed on March 31 of the year of Involuntary Termination. (ii) Further, if and only if the Involuntary Termination occurs within three twelve (312) years after months of a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a “Change in Control Termination”), then (x) in addition to the Severance Payment, any stock awards, stock options, stock appreciation rights or other equity-based awards (each an “Equity Award”) that were outstanding immediately prior to the effective date of the CompanyChange in Control Termination shall, thenprovided such Equity Awards are assumed by the acquirer in such Change in Control, subject to the limitations extent not then vested, fully vest and become exercisable as of the such date and the Executive shall have the right to exercise any such Equity Award until the earlier to occur of (A) twelve (12) months from the date of the Change in Control Termination and (B) the expiration date of such Equity Award as set forth in Subparagraph 5(dthe agreement evidencing such award; and (y) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)Bonus.

Severance Benefits. If the Executive's employment shall be terminated by the The Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the will provide severance benefits provided belowas follows: (i) The Company will pay to Executive within 30 days of the Company shall pay the Executive the termination a lump-sum cash amount equal to 100% of Executive's full then current annual base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date immediately prior to the termination (or, if his base salary has been reduced within 60 days of the termination or at any time after a Change of Control, his base salary in Control effect prior to the reduction) provided that Executive may in his sole discretion elect to have such payment made in monthly installments over a period not to exceed 12 months. The foregoing payments are in addition to and not in lieu of salary and bonus for the rate current year that has been earned but not yet paid. If current year target bonus is tied, in whole or in part, to annualized performance benchmarks, it will be equitably prorated. (ii) The Company will continue to provide Executive, for a period of 12 months from the date of termination or until commencement of new employment providing substantially similar benefits, whichever is earlier, with any medical, dental, disability, life insurance and automobile reimbursement benefits and other perquisites in effect at the time Notice of Termination is givenhis termination (or, plus all other amounts to which the Executive is entitled under any compensation plan if his level of benefits has been reduced within 60 days of the Company termination, his level of benefits in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments prior to the Executive for periods subsequent to the Date of Terminationreduction), except as provided in Paragraph 5(d) below, the Company shall pay as severance pay is able to the provide such benefits to Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive under its existing plans and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100;arrangements. (iii) in consideration The Company will make outplacement services available to Executive for a period of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after 6 months from the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; andtermination. (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to To the extent attributable not otherwise provided for under the Company's stock plans, all options to purchase Company stock held by Executive will become exercisable and remain exercisable for the application period of Section 499 time set forth in the instruments governing such options, and all restricted stock held by Executive under restricted stock plans and arrangements of the Code to any payment or benefit provided hereunder)Company will become vested.

Severance Benefits. If Employee is terminated without Cause (as defined in Section 8 below) during the Executive's employment Term, Employee shall be terminated by entitled to receive the compensation and benefits described in (a), (b), (c) and (d) hereinbelow: (a) A one-time cash severance payment, which shall be payable as soon as reasonably practical following such termination, but in any event within ten (10) business days thereafter, in an aggregate amount equal to the sum of the following: (i) The greater of: (a) the amount of base salary (as in effect on the date of the termination) plus annual incentive awards (at the highest previous target level and assuming performance satisfying a target payout) that Employee would have received had he continued in the employment of Employer hereunder through the expiration of the Term; or (b) twelve months base salary (as in effect on the date of the termination) plus Employee's target annual incentive award for the year of the termination; (ii) An amount equal to the sum of: (a) the value (as of the date of termination) of all unvested and otherwise unpayable restricted stock (or alternative) awards previously granted to Employee under the LTICP (as if performance criteria had been met to permit payment of 100% of the award), and (b) the forfeited portion of Employee's accounts under the TXU Deferred and Incentive Compensation Plan ("DICP") and the TXU Salary Deferral Program ("SDP") (valued in accordance with the relevant provisions of the DICP and SDP, respectively); (iii) Employer (or the Company) shall (a) to the extent such benefits are not continued, or (b) Employee's termination would constitute an Early Termination under the provisions of the TXU Split-Dollar Life Insurance Program ("Split-Dollar Life Insurance Program"), provide Employee with the benefits contemplated under the Split-Dollar Life Insurance Program, as in effect on the effective date of this Agreement, as if the Participation Agreement between the Company within three and Employee entered into under the Split-Dollar Life Insurance Program continued in accordance with its terms as in effect on the effective date of this Agreement as if Employee's termination had not occurred. (3iv) years after a Change An amount equal to the sum of: (a) matching contributions which would have been made under the DICP and SDP had Employee continued to defer salary under such plans at the rate in Control effect as of the Company, date of such termination for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control remainder of the CompanyTerm, then, subject plus (b) the value of restricted stock (or alternative) awards which had not theretofore been made to Employee under paragraph 4(c) hereof (valued on the basis of the assumption that the performance criteria which would have been applicable to such awards had been met so that 100% of the award(s) would have been payable); and (v) An amount equal to the limitations set forth difference between (a) the aggregate required monthly premium for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") under the TXU Medical (including prescription drugs), Dental and Group Life Insurance Plans, and (b) the aggregate monthly employee contribution rate in Subparagraph 5(deffect for Employee under such plans immediately prior to such termination, multiplied by eighteen (18). (b) belowIn addition to such special severance payment, the Executive Employee shall be entitled to the benefits provided belowfollowing benefits: (i) Employer (or the Company Company) shall pay on behalf of Employee, or shall reimburse Employee for, the Executive physician fees for one physical examination of Employee under the Executivegeneral parameters of the Company's full base salary through executive physical program for each year during the Date of Termination, plus (5), five years at the rate period equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan remainder of the Company in effect on the date, the payments are due, except as otherwise provided below;Term or one (1) year following Employee's termination; and (ii) in lieu of any further salary payments Employee shall, at Employer's (or the Company's) cost, be entitled to financial planning services equivalent to services available under the TXU executive financial planning program during the period equal to the Executive for periods subsequent greater of the remainder of the Term or twelve months following Employee's termination. (c) In addition to such severance payments and benefits, Employee shall be entitled to additional retirement compensation ("Additional Retirement Compensation") in an amount equal to the Date of Termination, except as provided in Paragraph 5(ddifference between: (i) below, the Company shall pay as severance pay benefit Employee is entitled to receive under the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options TXU Retirement Plan ("OptionsRetirement Plan") granted to and the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company TXU Second Supplemental Retirement Plan ("Company SharesSupplemental Retirement Plan"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of and (Aii) the excess of, amount of the retirement benefit Employee would have been entitled to receive under the Retirement Plan and the Supplemental Retirement Plan had Employee earned additional Accredited Service (x) as defined in the case Retirement Plan) through the expiration of options granted after the date Term. The Additional Retirement Compensation shall be payable in periodic installments in the form elected by Employee with respect to benefits under the Retirement Plan. The amount of this Agreement that qualify as incentive stock options ("ISOs") each such periodic installment shall be determined by the actuary for the Retirement Plan using reasonable actuarial assumptions substantially similar to those used in connection with the determination of benefits payable under the Retirement Plan. The Additional Retirement Compensation is not intended to meet the qualification requirements of Section 422A 401 of the Internal Revenue Code of 1986, as amended (the "Code"); however the Additional Retirement Compensation shall be fully funded and payable under the rabbi trust established under the Supplemental Retirement Plan. (d) In the event that the foregoing payments, or any portion thereof, constitute an "excess parachute payment" under Section 4999 of the closing price on Code, or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which any successor provision, Employer (or the Company's Shares are listed ) shall, in addition to providing the foregoing payments and benefits, pay Employee a tax gross-up cash payment(s) in an amount agreed upon by Employee to be sufficient to fully offset the excise tax which Employee is, or admitted may be, required to trading or, pay as a result thereof. Such tax gross-up payment shall be paid to Employee concurrently with the cash payments provided for hereinabove; provided that if the Company Shares are amount of such tax gross-up payment cannot listed or admitted to trading on any national securities exchangebe finally determined by such date, the last quoted price orEmployer shall pay Employee concurrently with such other payments an estimate, if not so quoteddetermined in good faith by Employer, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average minimum amount of the closing bid and asked prices as furnished by a professional market maker making a market required tax gross-up payment. Thereafter, Employer shall promptly (but in any event within forty-five (45) days of Employee's termination) determine in good faith the Company Shares selected by the Board of Directors total amount of the Company, tax gross-up payment and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control seek to obtain Employee's approval thereof. The remaining portion of the Companytax gross-up payment shall be paid to Employee promptly after Employee approves the total amount. Notwithstanding any other provision of this Agreement seemingly to the contrary, over the per share exercise price each of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded provided for in paragraph (b) above shall be provided to Employee if and only to the Executive under this Subparagraph (iii) do notextent that a similar type of benefit is not provided to Employee through his subsequent employment with another employer. Additionally, and Employee shall not be deemed toentitled to any of the payments or benefits provided for under this Section 5 if Employee's termination is for Cause, materially increase or if the benefits accruing circumstances of Employee's termination entitle him to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) payments and benefits provided for in Section 6 below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder).

Severance Benefits. If Section 3.6 of the Executive's Agreement is deleted in its entirety and replaced with the following: (a) Except as provided in subsection (b) below, in the event that (i) your employment shall be is terminated by the Company without cause at any time pursuant to Section 2.1(c) hereof or by you for Good Reason, and (ii) you deliver to the Company a signed settlement agreement and general release in the form attached hereto as Exhibit A (the “Release”) and satisfy all conditions to make the Release effective, then the Company shall pay you, at the time and in the manner specified in subsection (c) below, an amount equal to one (1) times your annual base salary in effect immediately prior to such termination. (b) If a Change in Control (as defined herein) occurs and at any time within the three (3) years months before or eighteen (18) months after a the effective date of the Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or your employment is terminated by the Executive Company without cause pursuant to Section 2.1(c) hereof or by you for Good Reason within three (3) years after a Change in Control of the CompanyReason, then, subject in lieu of the payments provided for in subsection (a) above and provided that you deliver to the limitations set forth in Subparagraph 5(d) below, Company a signed Release and satisfy all conditions to make the Executive shall be entitled to the benefits provided belowRelease effective: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Terminationyou, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is givenand in the manner specified in subsection (c) below, plus all other amounts an amount equal to which the Executive is entitled under any compensation plan of the Company one and one-half (1.5) times your annual base salary in effect on the date, the payments are due, except as otherwise provided belowimmediately prior to such termination; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to you, at the Executive a lump sum severance payment time and in the manner specified in subsection (c) below, an amount equal to 300% one and one-half (1.5) times your Average Cash Bonus, where “Average Cash Bonus” is equal to (A) the sum of an average the annual amount cash bonus actually paid by to you for performance during the two fiscal years immediately preceding the date of your termination for which the Company has paid bonuses to executives, divided by (B) two (2). For purposes of clarity, if you did not receive a bonus during either or any parent or subsidiary both of the Company to the Executive and included in the Executive's gross income immediately preceding two fiscal years for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been Company has paid annual cash bonuses to executives, either because you were not then employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control other reason, then a value of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered zero shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" assigned as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan your bonus for such amount as needed by fiscal year for purposes of calculating the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder).Average Cash Bonus;

Severance Benefits. (a) If the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control of Control, the Company, for reasons Savings Bank shall terminate the Employee's employment other than for Termination for Cause, Retirement, Death or Disability, or employment is terminated in the event of Involuntary Termination by the Executive for Good Reason Employee, within three (3) years after 12 months following a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) belowControl, the Executive Savings Bank shall be entitled to the benefits provided below: (i) the Company shall pay the Executive Employee his salary, including the Executive's full base salary pro rata portion of any incentive award, through the Date of Termination; (ii) continue to pay for the life, plus health and disability coverage that is in effect with respect to the Employee and his/her eligible dependents for (5)a) one year, five if the Involuntary Termination occurs during the Initial Term or (b) two years at if the rate Involuntary Termination occurs during the Second Term or (c) three years if the Involuntary Termination occurs during an Extended Term; and (iii) pay to the Employee in a lump sum in cash, within 25 business days after the later of the date of such Change in Control or the Date of Termination, (a) an amount equal to the greater of the rate one year’s Salary as in effect on the date immediately prior to the Change in Control and Date of Termination if the rate Involuntary Termination occurs during the First Term, or (b) if the Involuntary Termination occurs during the Second Term, an amount equal to two times the Employee’s Salary as in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent immediately prior to the Date of Termination, except as provided in Paragraph 5(dor (c) belowif the Involuntary Termination occurs during an Extended Term, the Company shall pay as severance pay to the Executive a lump sum severance payment an amount equal to 300299% of an average annual the Employee's "base amount" as determined under Section 280G of the Code; provided, however, that no payment shall be made under this Section 3(a) that would cause the Savings Bank to be "undercapitalized" for purposes of 12 C.F.R. 565.4 or any successor provision. (b) Notwithstanding any other provision of this Agreement, if payments and the value of benefits received or to be received under this Agreement, together with any other amounts and the value of benefits received or to be received by the Employee, would cause any amount actually paid to be nondeductible by the Company or any parent or subsidiary of the Company Consolidated Subsidiaries for federal income tax purposes pursuant to or by reason of Section 280G of the Code, then payments and benefits under this Agreement shall be reduced (not less than zero) to the Executive extent necessary so as to maximize amounts and included in the Executive's gross income for services rendered in each value of benefits to be received by the Employee without causing any amount to become nondeductible pursuant to or by reason of Section 280G of the five prior calendar years (or shorter period during which Code. The Employee shall determine the Executive shall have been employed by allocation of such reduction among payments and benefits to the Company or any parent or subsidiary of the Company), less $100;Employee. (iiic) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and Employee shall not be deemed to, materially increase the benefits accruing required to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of mitigate the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by the Employee as the result of employment by another employer, by retirement benefits after the Date of Termination or otherwise. This Agreement does not constitute a contract of employment or impose on the Company or the Savings Bank any obligation to retain the Employee, to change the status of the Employee's employment, or to change the Company's or the Savings Bank's policies regarding termination of employment.

Severance Benefits. A. If a Change of Control occurs and, within one year thereafter, the Executive's ’s employment shall be by the Company is terminated by the Executive following an Event of Termination for Good Reason or by the Company within three (3) years after otherwise than as a Change in Control result of the Company, for reasons other than for an Event of Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall will be entitled to receive benefits (“Change of Control Severance Benefits”) consisting of: (a) a lump sum payment equal to one year of Executive’s base salary as in effect immediately prior to the benefits provided below: Change of Control (minus lawful withholdings); (b) a lump sum payment equal to the dollar amount of Executive’s full target bonus percentage as in effect immediately prior to the Change of Control (minus lawful withholdings); (c) a lump sum payment of $10,000 (minus lawful withholdings) that Executive may use for benefit continuation under COBRA or for any other purpose; (d) accelerated vesting of Executive’s stock options under any stock option agreement(s) between Executive and AOI, meaning that all outstanding but unvested stock options shall be accelerated and fully vested, and all vested options shall be exercisable until the later of (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater 15th day of the rate in effect on third month following the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company stock options would otherwise have expired in effect on the dateaccordance with their original terms, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary December 31 of the Company to the Executive and included calendar year in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall stock options would otherwise have been employed by the Company or any parent or subsidiary of the Company), less $100; expired in accordance with their original terms and (iii) such longer period (not to exceed twelve months following the Separation from Service (as defined in consideration of paragraph 4.0 below) as may be provided by the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) Treasury Department in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under final regulations addressing Section 422A 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”); provided, however, that the foregoing shall not be construed to cause an incentive stock option to fail to meet the statutory requirements of Section 422 of the Code; and (e) a lump sum equal to the commissions payable to Executive over the ensuing twelve months following the Termination Date, which amount Executive and the Company agree shall be equal to the sum of Executive’s most recent four (full, quarterly) commission payments”. B. If at any time prior to a Change of Control the Executive’s employment is terminated by the Company for any reason other than an Event of Termination for Cause or if Executive resigns because of an Event of Termination for Good Reason, Executive shall be entitled to receive payment equal to (i) a lump sum payment equal to one year of Executive’s base salary as in effect immediately prior to such termination (minus lawful withholdings); (ii) a lump sum payment equal to the dollar amount of Executive’s full target bonus percentage as in effect immediately prior to such termination (minus lawful withholdings); (iii) a lump sum payment of $15,000 (minus lawful withholdings) that Executive may use for benefit continuation under COBRA or for any other purpose; and (iv) a lump sum equal to the commissions payable to Executive over the ensuing twelve months following the Termination Date, which amount Executive and the Company agree shall be equal to the sum of Executive’s most recent four commission payments (collectively, “Separation Benefits”). C. If payable under paragraph 4.A, the Change of Control Severance Benefits shall be paid on the later of the 60 day after the effective date of Executive’s “separation from service” (within the meaning of Section 409A and the regulations issued thereunder) (“Separation from Service”), or six months and one day after the closing price on Executive’s Separation from Service if the Executive is a “specified employee” (as that term is defined under Section 409A of the Code and the regulations issued thereunder) (“Specified Employee”) at the time the Executive becomes entitled to Change of Control Severance Benefits under this Paragraph. If payable under paragraph 4.B, the Separation Benefits shall be paid periodically in installments over the twelve months following the Executive’s Separation from Service, in accordance with the Company’s regular payroll practices, provided that no payment shall be made prior to the 60th day after the effective date of Executive’s Separation from Service or nearest six months and one day after the Date Executive’s Separation from Service if the Executive is a Specified Employee at the time the Executive becomes entitled to the Separation Benefits under this Paragraph. Notwithstanding the foregoing, no Change of Termination Control Severance Benefits or Separation Benefits shall be due under this Agreement unless (a) prior to the 60th day after the effective date of Executive’s separation from service, Executive has signed a release agreement (“Release Agreement”) that the Company Shares as reported will provide in which Executive releases any possible claims against the Company and all of its parents, divisions, subsidiaries, affiliates, and related companies, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors, and assigns; and (b) prior to the 60th day after the effective date of Executive’s separation from service, the seven day revocation period in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in Release Agreement has expired without Executive’s revocation. In the case of all other OptionsSeparation Benefits, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company Release Agreement shall also pay include a reasonable agreement to cooperate for a period of six months following the Executive all legal fees employment termination date and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)mutual non-disparagement clause.

Severance Benefits. A. If the a Change of Control occurs and, within one year thereafter, Executive's ’s employment shall be terminated by the Company within three (3) years after is terminated by Executive following an Event of Termination for Good Reason or by the Company otherwise than as a Change in Control result of the Company, for reasons other than for an Event of Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall will be entitled to receive benefits (“Change of Control Severance Benefits”) consisting of: (a) a lump sum payment equal to one year of Executive’s base salary as in effect immediately prior to the benefits provided below: Change of Control (minus lawful withholdings); (b) a lump sum payment equal to the dollar amount of Executive’s full target bonus percentage as in effect immediately prior to the Change of Control (minus lawful withholdings); (c) a lump sum payment of $10,000 (minus lawful withholdings) that Executive may use for benefit continuation under COBRA or for any other purpose; and (d) accelerated vesting of Executive’s stock options under any stock option agreement(s) between Executive and AOI, meaning that all outstanding but unvested stock options shall be accelerated and fully vested, and all vested options shall be exercisable until the later of (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater 15th day of the rate in effect on third month following the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company stock options would otherwise have expired in effect on the dateaccordance with their original terms, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary December 31 of the Company to the Executive and included calendar year in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall stock options would otherwise have been employed by the Company or any parent or subsidiary of the Company), less $100; expired in accordance with their original terms and (iii) such longer period (not to exceed twelve months following the Separation from Service (as defined in consideration of paragraph 4.0 below) as may be provided by the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) Treasury Department in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under final regulations addressing Section 422A 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”); provided, however, that the closing price on or nearest foregoing shall not be construed to cause an incentive stock option to fail to meet the Date statutory requirements of Section 422 of the Code. B. If at any time prior to a Change of Control Executive’s employment is terminated by the Company for any reason other than an Event of Termination for Cause or if Executive resigns because of Company Shares an Event of Termination for Good Reason, Executive shall be entitled to receive payment equal to (i) a lump sum payment equal to one year of Executive’s base salary as reported in the principal national securities exchange on which the Company's Shares are listed or admitted effect immediately prior to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System such termination ("NASDAQ"minus lawful withholdings); (ii) or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded lump sum payment equal to the Executive under this Subparagraph dollar amount of Executive’s full target bonus percentage as in effect immediately prior to such termination (minus lawful withholdings); (iii) do nota lump sum payment of $15,000 (minus lawful withholdings) that Executive may use for benefit continuation under COBRA or for any other purpose (“Separation Benefits”). C. In the event Executive receives any payments or distributions, and shall not be deemed to, materially increase the benefits accruing whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that constitute “parachute payments” within the meaning of Section 280G of the Code (“Parachute Payments”) and would be subject to the excise tax imposed by Section 4999 of the Code, Executive under shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes, including the excise tax imposed by Section 4999 of the code (the “Excise Tax”), any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph interest or penalties (iiiother than interest and penalties imposed by reason of Executive’s failure to timely file a tax return or pay taxes shown due on Executive’s tax return) imposed with respect to the surrender of all such Optionstaxes, such Options so surrendered shall be canceled and including any Excise Tax imposed upon the Executive's receipt Gross-Up Payment, Executive retains an amount of such payment. However, if pursuant the Gross-Up Payment equal to the limitations set forth under Paragraph 5(d) below, Excise Tax imposed upon the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options Parachute Payments. An initial determination as to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled whether a Gross-Up Payment is required pursuant to this subparagraphAgreement and the amount of such Gross-Up Payment shall be made by the Company. The Company shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation, to Executive at such time as requested by Executive (provided Executive reasonably believes that any of the Parachute Payments may be subject to the Excise Tax). If requested by Executive, the Company shall guaranty furnish Executive, at the Company’s expense, with an opinion that is reasonably acceptable to Executive's loan , such opinion being from the Company’s accounting firm or legal counsel, that there is a reasonable basis for such amount as needed the Determination. Any Gross-Up Payment determined pursuant to this Section 4 shall be paid by the Company to Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iiiwithin fifteen (15) shall hereinafter become fully exercisable for the remaining term days of such stock option grant, regardless whether the Executive continues as an employee receipt of the Company; andDetermination D. If payable under paragraph 4.A, the Change of Control Severance Benefits shall be paid on the later of the 60 day after the effective date of Executive’s “separation from service” (iv) The Company shall also pay to within the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application meaning of Section 499 409A and the regulations issued thereunder) (“Separation from Service”), or six months and one day after Executive’s Separation from Service if Executive is a “specified employee” (as that term is defined under Section 409A of the Code and the regulations issued thereunder) (“Specified Employee”) at the time Executive becomes entitled to Change of Control Severance Benefits under this Paragraph. If payable under paragraph 4.B, the Separation Benefits shall be paid periodically in installments over the twelve months following Executive’s Separation from Service, in accordance with the Company’s regular payroll practices, provided that no payment shall be made prior to the 60th day after the effective date of Executive’s Separation from Service or six months and one day after Executive’s Separation from Service if Executive is a Specified Employee at the time Executive becomes entitled to the Separation Benefits under this Paragraph. Notwithstanding the foregoing, no Change of Control Severance Benefits or Separation Benefits shall be due under this Agreement unless (a) prior to the 60th day after the effective date of Executive’s separation from service, Executive has signed a release agreement (“Release Agreement”) that the Company will provide in which Executive releases any payment or benefit provided hereunder)possible claims against the Company and all of its parents, divisions, subsidiaries, affiliates, and related companies, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors, and assigns; and (b) prior to the 60th day after the effective date of Executive’s separation from service, the seven day revocation period in the Release Agreement has expired without Executive’s revocation. In the case of Separation Benefits, the Release Agreement shall also include a reasonable agreement to cooperate for a period of six months following the employment termination date and a mutual non-disparagement clause.

Severance Benefits. (i) If the Executive is subject to termination pursuant to an Involuntary Termination (as defined in Section 7), then in addition to any amounts/benefits owed under Section 4(b), the Company shall pay the Executive's employment shall : (x) an amount equal to 100% of his or her then current annual Base Salary for one year, plus (y) at the discretion of the Compensation Committee, a pro-rated portion of the bonus that the Executive would be terminated entitled to receive under the Company’s Annual Incentive Plan (“Bonus”). The pro-rated Bonus will be calculated by the Company Compensation Committee by extrapolating the Company’s anticipated full year performance based on the current year performance to date and then multiplying the resulting full year extrapolation a fraction the numerator of which is the number of days during the calendar year the Executive worked in the year of Involuntary Termination up to the termination date and the denominator of which is 365 (the amounts paid under (i) and (ii) constitute the “Severance Payment”). If the Executive is subject to an Involuntary Termination prior to March 31 of any calendar year, and has, therefore, not yet received payment for the prior year under the Annual Incentive Plan, then the Executive will also be entitled to such payment under the Annual Incentive Plan as he would otherwise have been entitled to receive to receive had he remained employed on March 31 of the year of Involuntary Termination. (ii) Further, if and only if the Involuntary Termination occurs within three twelve (312) years after months of a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a “Change in Control Termination”), then (x) in addition to the Severance Payment, any stock awards, stock options, stock appreciation rights or other equity-based awards (each an “Equity Award”) that were outstanding immediately prior to the effective date of the CompanyChange in Control Termination shall, thenprovided such Equity Awards are assumed by the acquirer in such Change in Control, subject to the limitations extent not then vested, fully vest and become exercisable as of such date and the Executive shall have the right to exercise any such Equity Award until the earlier to occur of (A) twelve (12) months from the date of the Change in Control Termination and (B) the expiration date of such Equity Award as set forth in Subparagraph 5(dthe agreement evidencing such award; and (y) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)Bonus.

Severance Benefits. If the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years Termination at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder).

Severance Benefits. If Subject to Section 6(e) hereof, if, during the Term of Employment, the Company terminates the Executive's ’s employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death Cause or Disability, Disability or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided belowterminate employment for Good Reason: (i) within thirty (30) days after the Date of Termination, the Company shall pay to the Executive a cash lump sum equal to the sum of: (1) the Executive's full base salary ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid; (2) any bonus earned during the prior calendar year but not yet paid to the Executive; (3) any accrued but unused vacation in accordance with the Company’s policy; and (4) any incurred but unreimbursed business expenses in accordance with the Company policy (collectively, the “Accrued Obligations”); (ii) within thirty (30) days after the Date of Termination, the Company shall pay to the Executive a cash lump sum equal to one-half (1/2) of his Annual Base Salary then in effect; (iii) within thirty (30) days after the Date of Termination, the Company shall provide to the Executive a Full Relocation Package (as that package is described in Section 4(g) of this Agreement) to any location within the continental United States; (iv) within thirty (30) days of the Date of Termination, the Company shall provide the Executive with outplacement/job placement support and services suitable to his position (but at a cost not exceeding Ten Thousand Dollars ($10,000.00) in the aggregate) through a professional services firm focused on placing executives, for a period of up to twelve (12) months from a firm reasonably designated by the Executive; and (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all as well as any other amounts to which the Executive is entitled or rights that become due under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on this Agreement through the Date of Termination (such of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest their amounts and benefits through the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted shall be hereinafter referred to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder“Other Benefits”).

Severance Benefits. If Employee is terminated without Cause (as defined in Section 8 below) during the Executive's employment Term, Employee shall be terminated by entitled to receive the compensation and benefits described in (a), (b), (c) and (d) hereinbelow: (a) A one-time cash severance payment, which shall be payable as soon as reasonably practical following such termination, but in any event within ten (10) business days thereafter, in an aggregate amount equal to the sum of the following: (i) The greater of: (a) the amount of base salary (as in effect on the date of the termination) plus annual incentive awards (at the highest previous target level and assuming performance satisfying a target payout) that Employee would have received had he continued in the employment of Employer hereunder through the expiration of the Term; or (b) twelve months base salary (as in effect on the date of the termination) plus Employee’s target annual incentive award for the year of the termination; (ii) An amount equal to the sum of: (a) the value (as of the date of termination) of all unvested and otherwise unpayable restricted stock (or alternative) awards previously granted to Employee under the LTICP (as if performance criteria had been met to permit payment of 100% of the award), and (b) the forfeited portion of Employee’s accounts under the TXU Deferred and Incentive Compensation Plan (“DICP”) and the TXU Salary Deferral Program (“SDP”) (valued in accordance with the relevant provisions of the DICP and SDP, respectively); (iii) Employer (or the Company) shall (a) to the extent such benefits are not continued, or (b) Employee’s termination would constitute an Early Termination under the provisions of the TXU Split-Dollar Life Insurance Program (“Split-Dollar Life Insurance Program”), provide Employee with the benefits contemplated under the Split-Dollar Life Insurance Program, as in effect on the effective date of this Agreement, as if the Participation Agreement between the Company within three and Employee entered into under the Split-Dollar Life Insurance Program continued in accordance with its terms as in effect on the effective date of this Agreement as if Employee’s termination had not occurred. (3iv) years after a Change An amount equal to the sum of: (a) matching contributions which would have been made under the DICP and SDP had Employee continued to defer salary under such plans at the rate in Control effect as of the Company, date of such termination for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control remainder of the CompanyTerm, then, subject plus (b) the value of restricted stock (or alternative) awards which had not theretofore been made to Employee under paragraph 4(c) hereof (valued on the basis of the assumption that the performance criteria which would have been applicable to such awards had been met so that 100% of the award(s) would have been payable); and (v) An amount equal to the limitations set forth difference between (a) the aggregate required monthly premium for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under the TXU Medical (including prescription drugs), Dental and Group Life Insurance Plans, and (b) the aggregate monthly employee contribution rate in Subparagraph 5(deffect for Employee under such plans immediately prior to such termination, multiplied by eighteen (18). (b) belowIn addition to such special severance payment, the Executive Employee shall be entitled to the benefits provided belowfollowing benefits: (i) Employer (or the Company Company) shall pay on behalf of Employee, or shall reimburse Employee for, the Executive physician fees for one physical examination of Employee under the Executive's full base salary through general parameters of the Date of Termination, plus (5), five years at Company’s executive physical program for each year during the rate period equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan remainder of the Company in effect on the date, the payments are due, except as otherwise provided below;Term or one (1) year following Employee’s termination; and (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of TerminationEmployee shall, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years at Employer’s (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company)’s) cost, less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted be entitled to the Executive, if any, financial planning services equivalent to services available under the stock option plans of TXU executive financial planning program during the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash period equal to the product greater of the remainder of the Term or twelve months following Employee’s termination. (Ac) In addition to such severance payments and benefits, Employee shall be entitled to additional retirement compensation (“Additional Retirement Compensation”) in an amount equal to the difference between: (i) the excess ofbenefit Employee is entitled to receive under the TXU Retirement Plan (“Retirement Plan”) and the TXU Second Supplemental Retirement Plan (“Supplemental Retirement Plan”), and (xii) the amount of the retirement benefit Employee would have been entitled to receive under the Retirement Plan and the Supplemental Retirement Plan had Employee earned additional Accredited Service (as defined in the case Retirement Plan) through the expiration of options granted after the date Term. The Additional Retirement Compensation shall be payable in periodic installments in the form elected by Employee with respect to benefits under the Retirement Plan. The amount of this Agreement that qualify as incentive stock options ("ISOs") each such periodic installment shall be determined by the actuary for the Retirement Plan using reasonable actuarial assumptions substantially similar to those used in connection with the determination of benefits payable under the Retirement Plan. The Additional Retirement Compensation is not intended to meet the qualification requirements of Section 422A 401 of the Internal Revenue Code of 1986, as amended (“Code”); however the "Additional Retirement Compensation shall be fully funded and payable under the rabbi trust established under the Supplemental Retirement Plan. (d) In the event that the foregoing payments, or any portion thereof, constitute an “excess parachute payment” under Section 4999 of the Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which any successor provision, Employer (or the Company's Shares are listed ) shall, in addition to providing the foregoing payments and benefits, pay Employee a tax gross-up cash payment(s) in an amount agreed upon by Employee to be sufficient to fully offset the excise tax which Employee is, or admitted may be, required to trading or, pay as a result thereof. Such tax gross-up payment shall be paid to Employee concurrently with the cash payments provided for hereinabove; provided that if the Company Shares are amount of such tax gross-up payment cannot listed or admitted to trading on any national securities exchangebe finally determined by such date, the last quoted price orEmployer shall pay Employee concurrently with such other payments an estimate, if not so quoteddetermined in good faith by Employer, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average minimum amount of the closing bid and asked prices as furnished by a professional market maker making a market required tax gross-up payment. Thereafter, Employer shall promptly (but in any event within forty-five (45) days of Employee’s termination) determine in good faith the Company Shares selected by the Board of Directors total amount of the Company, tax gross-up payment and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control seek to obtain Employee’s approval thereof. The remaining portion of the Companytax gross-up payment shall be paid to Employee promptly after Employee approves the total amount. Notwithstanding any other provision of this Agreement seemingly to the contrary, over the per share exercise price each of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded provided for in paragraph (b) above shall be provided to Employee if and only to the Executive under this Subparagraph (iii) do notextent that a similar type of benefit is not provided to Employee through his subsequent employment with another employer. Additionally, and Employee shall not be deemed toentitled to any of the payments or benefits provided for under this Section 5 if Employee’s termination is for Cause, materially increase or if the benefits accruing circumstances of Employee’s termination entitle him to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) payments and benefits provided for in Section 6 below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder).

Severance Benefits. If the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("“Options"”) granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("“Company Shares"”), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("“ISOs"”) under Section 422A of the Internal Revenue Code of 1986, as amended (the "“Code"”), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("“NASDAQ"”) or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "“excess amounts" ” as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder).

Severance Benefits. If Employee is terminated without Cause (as ------------------ defined in Section 8 below) during the Executive's employment Term, Employee shall be terminated by entitled to receive the compensation and benefits described in (a), (b), (c) and (d) hereinbelow: (a) A one-time cash severance payment, which shall be payable as soon as reasonably practical following such termination, but in any event within ten (10) business days thereafter, in an aggregate amount equal to the sum of the following: (i) The greater of: (a) the amount of base salary (as in effect on the date of the termination) plus annual incentive awards (at the highest previous target level and assuming performance satisfying a target payout) that Employee would have received had he continued in the employment of Employer hereunder through the expiration of the Term; or (b) twelve months base salary (as in effect on the date of the termination) plus Employee's target annual incentive award for the year of the termination; (ii) An amount equal to the sum of: (a) the value (as of the date of termination) of all unvested and otherwise unpayable restricted stock (or alternative) awards previously granted to Employee under the LTICP (as if performance criteria had been met to permit payment of 100% of the award), and (b) the forfeited portion of Employee's accounts under the TXU Deferred and Incentive Compensation Plan ("DICP") and the TXU Salary Deferral Program ("SDP") (valued in accordance with the relevant provisions of the DICP and SDP, respectively); (iii) Employer (or the Company) shall (a) to the extent such benefits are not continued, or (b) Employee's termination would constitute an Early Termination under the provisions of the TXU Split-Dollar Life Insurance Program ("Split- Dollar Life Insurance Program"), provide Employee with the benefits contemplated under the Split-Dollar Life Insurance Program, as in effect on the effective date of this Agreement, as if the Participation Agreement between the Company within three and Employee entered into under the Split-Dollar Life Insurance Program continued in accordance with its terms as in effect on the effective date of this Agreement as if Employee's termination had not occurred. (3iv) years after a Change An amount equal to the sum of: (a) matching contributions which would have been made under the DICP and SDP had Employee continued to defer salary under such plans at the rate in Control effect as of the Company, date of such termination for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control remainder of the CompanyTerm, then, subject plus (b) the value of restricted stock (or alternative) awards which had not theretofore been made to Employee under paragraph 4(c) hereof (valued on the basis of the assumption that the performance criteria which would have been applicable to such awards had been met so that 100% of the award(s) would have been payable); and (v) An amount equal to the limitations set forth difference between (a) the aggregate required monthly premium for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") under the TXU Medical (including prescription drugs), Dental and Group Life Insurance Plans, and (b) the aggregate monthly employee contribution rate in Subparagraph 5(deffect for Employee under such plans immediately prior to such termination, multiplied by eighteen (18). (b) belowIn addition to such special severance payment, the Executive Employee shall be entitled to the benefits provided belowfollowing benefits: (i) Employer (or the Company Company) shall pay on behalf of Employee, or shall reimburse Employee for, the Executive physician fees for one physical examination of Employee under the Executivegeneral parameters of the Company's full base salary through executive physical program for each year during the Date of Termination, plus (5), five years at the rate period equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan remainder of the Company in effect on the date, the payments are due, except as otherwise provided below;Term or one (1) year following Employee's termination; and (ii) in lieu of any further salary payments Employee shall, at Employer's (or the Company's) cost, be entitled to financial planning services equivalent to services available under the TXU executive financial planning program during the period equal to the Executive for periods subsequent greater of the remainder of the Term or twelve months following Employee's termination. (c) In addition to such severance payments and benefits, Employee shall be entitled to additional retirement compensation ("Additional Retirement Compensation") in an amount equal to the Date of Termination, except as provided in Paragraph 5(ddifference between: (i) below, the Company shall pay as severance pay benefit Employee is entitled to receive under the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options TXU Retirement Plan ("OptionsRetirement Plan") granted to and the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company TXU Second Supplemental Retirement Plan ("Company SharesSupplemental Retirement Plan"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of and (Aii) the excess of, amount of the retirement benefit Employee would have been entitled to receive under the Retirement Plan and the Supplemental Retirement Plan had Employee earned additional Accredited Service (x) as defined in the case Retirement Plan) through the expiration of options granted after the date Term. The Additional Retirement Compensation shall be payable in periodic installments in the form elected by Employee with respect to benefits under the Retirement Plan. The amount of this Agreement that qualify as incentive stock options ("ISOs") each such periodic installment shall be determined by the actuary for the Retirement Plan using reasonable actuarial assumptions substantially similar to those used in connection with the determination of benefits payable under the Retirement Plan. The Additional Retirement Compensation is not intended to meet the qualification requirements of Section 422A 401 of the Internal Revenue Code of 1986, as amended (the "Code"); however the Additional Retirement Compensation shall be fully funded and payable under the rabbi trust established under the Supplemental Retirement Plan. (d) In the event that the foregoing payments, or any portion thereof, constitute an "excess parachute payment" under Section 4999 of the closing price on Code, or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which any successor provision, Employer (or the Company's Shares are listed ) shall, in addition to providing the foregoing payments and benefits, pay Employee a tax gross-up cash payment(s) in an amount agreed upon by Employee to be sufficient to fully offset the excise tax which Employee is, or admitted may be, required to trading or, pay as a result thereof. Such tax gross-up payment shall be paid to Employee concurrently with the cash payments provided for hereinabove; provided that if the Company Shares are amount of such tax gross-up payment cannot listed or admitted to trading on any national securities exchangebe finally determined by such date, the last quoted price orEmployer shall pay Employee concurrently with such other payments an estimate, if not so quoteddetermined in good faith by Employer, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average minimum amount of the closing bid and asked prices as furnished by a professional market maker making a market required tax gross-up payment. Thereafter, Employer shall promptly (but in any event within forty-five (45) days of Employee's termination) determine in good faith the Company Shares selected by the Board of Directors total amount of the Company, tax gross-up payment and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control seek to obtain Employee's approval thereof. The remaining portion of the Companytax gross-up payment shall be paid to Employee promptly after Employee approves the total amount. Notwithstanding any other provision of this Agreement seemingly to the contrary, over the per share exercise price each of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded provided for in paragraph (b) above shall be provided to Employee if and only to the Executive under this Subparagraph (iii) do notextent that a similar type of benefit is not provided to Employee through his subsequent employment with another employer. Additionally, and Employee shall not be deemed toentitled to any of the payments or benefits provided for under this Section 5 if Employee's termination is for Cause, materially increase or if the benefits accruing circumstances of Employee's termination entitle him to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) payments and benefits provided for in Section 6 below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder).

Severance Benefits. If during the Executive's Termination Period the employment of Executive shall be terminated by terminate pursuant to a Qualifying Termination, then the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject shall provide to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided belowExecutive: (i) within ten (10) days following the Company shall pay Date of Termination a lump-sum cash amount equal to the Executive the sum of (A) Executive's full ’s base salary through the Date of TerminationTermination and any bonus amounts which have become payable, plus to the extent not theretofore paid or deferred, (5B) a pro rata portion of Executive’s annual bonus for the fiscal year in which Executive’s Date of Termination occurs in an amount at least equal to (x) Executive’s Bonus Amount, multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), five years at the rate equal and any accrued vacation pay, in each case to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below;extent not theretofore paid; plus (ii) all employee benefits as to which Executive may be entitled under the employee benefit plans, programs and policies of the Company and its affiliates (the amounts and benefits described in lieu of any further salary payments to subsections (i) and (ii), the Executive for periods subsequent to “Accrued Amounts”); plus (iii) within ten (10) days following the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay a lump-sum cash amount equal to the greater of: (1) (A) three (3) times Executive’s highest annual rate of base salary during the 12-month period immediately prior to Executive’s Date of Termination, plus (B) three (3) times Executive’s Bonus Amount, or (2) the amount payable to Executive pursuant to Section 6(b)(iv) of the Employment Agreement (which, for purposes of clarity, shall be payable in a lump sum severance payment equal to 300% hereunder notwithstanding the provisions of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under said Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder6(b)(iv).

Severance Benefits. If (a) In the event of termination of Executive's ’s employment shall be terminated by the Company within three (3) years after a Change in Control of the Companyhereunder for any reason, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to his Base Salary earned through the Date of Termination and any accrued benefits under any of the Companies’ compensation or benefit plans or arrangements (including, without limitation, this Agreement) in accordance with their terms, including, without limitation, any unpaid bonus payable in respect of a completed fiscal period. (b) If the Companies terminate Executive’s employment with the Companies without Cause prior to a Change of Control, then, in addition to the payments and benefits provided belowfor under Section 8(a) and contingent upon execution by Executive of a full and unconditional release of any claims which he may have against the Companies: (i) the Company Companies shall pay to Executive as severance compensation a lump sum in cash not later than the Executive the Executive's full base salary through fifteenth day after the Date of Termination, plus (5), five years at the rate Termination in an amount equal to the greater aggregate amount of the rate in effect on Base Salary which would have been payable to Executive during the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan remainder of the Company in effect on the date, the payments are due, except as otherwise provided belowTerm; (ii) the Companies shall, at their expense, continue to provide to Executive benefits substantially equivalent to the benefits required to be provided to him pursuant to Section 3(e) during the remainder of the Term; and (iii) all unvested stock options awarded to Executive under the Stock Option Plan shall become fully vested. (c) If Executive’s employment is terminated by the Companies without Cause or due to non-extension of the Term by the Companies, in lieu each case within one year following a Change of Control, then in addition to the payments and benefits provided for under Section 8(a) and contingent upon execution by Executive of a full and unconditional release of any further salary payments claims which he may have against the Companies: (i) the Companies shall pay to Executive as severance compensation a lump sum in cash not later than the fifteenth day after the Date of Termination in an amount equal to the sum of: (x) 200% of Executive’s Base Salary, (y) 200% of the annual bonus paid or payable to Executive for periods subsequent the calendar year immediately preceding the year in which the Date of Termination occurs; provided that if executive has not had an opportunity to earn an annual bonus prior to the Date of Termination, except as provided in Paragraph 5(dthe annual bonus amount shall be deemed to be $250,000 for purposes of this clause (y), and (z) belowany amount payable to Executive pursuant to Section 9; (ii) the Companies shall, the Company shall pay as severance pay at their expense, continue to provide to Executive benefits substantially equivalent to the Executive a lump sum severance payment equal benefits required to 300% of an average annual amount actually paid by be provided to him pursuant to Section 3(e) until the Company or any parent or subsidiary second anniversary of the Company to the Executive and included in the Executive's gross income for services rendered in each Date of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100;Termination. (iii) in consideration all unvested stock options awarded to Executive under the Stock Option Plan shall become fully vested. Notwithstanding the foregoing or any other provision of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executivethis Agreement, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case event constituting a Change of options granted after Control is only the date commencement of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986a tender offer, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) the tender offer is abandoned or terminated and (z) a majority of the Original Directors and/or their Successors (as such terms are defined within the definition of “Change of Control”) determine that the tender offer will not be effectuated or result in the case a subsequent Change of all other Options, the higher Control and gives Executive written notice of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control determination, then, as to that particular event only, a subsequent termination of the Company, over the per share exercise price of each Option held employment by the Company will not entitle Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that to the benefits afforded to the Executive under provided for in this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(ASection 8(c). For those Options not surrendered and canceled pursuant purposes of this Agreement, termination of employment shall be deemed to this subparagraph, have occurred within 12 months following the Company shall guaranty the Executive's loan for occurrence of a Change of Control if a Notice of Termination with respect thereto is given within such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)12 month period.

Severance Benefits. If In the Executiveevent the Employee's employment shall be with the Holding Company or any of its subsidiaries (including the Bank) is terminated within two years following a Change of Control (i) by the Holding Company within three or any of its subsidiaries (3including the Bank) years after a Change in Control other than by reason of the Company, for reasons death or Disability of the Employee and other than for Termination for Cause, Retirement, Death or Disability, or terminated (ii) by the Executive Employee for Good Reason within three (3) years after a Change in Control of Reason, the Company, then, subject Bank shall provide and pay to the limitations set forth in Subparagraph 5(d) below, Employee the Executive shall be entitled to the benefits provided belowfollowing: (ia) the Company shall pay Employee's earned but unpaid current salary as of the Executive the Executive's full base salary through the Date date of Terminationtermination, plus an amount representing any accrued but unpaid vacation time; (5b) the benefits, if any, to which the Employee is entitled as a former employee under the Holding Company's and subsidiaries' (including the Bank's) employee benefit plans and programs and compensation plans and programs; (c) continued health and welfare benefits (including group life, disability, medical and dental benefits), five years at in addition to that provided in paragraph (b) above, to the rate extent necessary to provide coverage for the Employee for the number of months equal to the greater number of months of salary payable to the Employee pursuant to paragraph (d) below (the "Severance Period"). Such benefits shall be provided through the purchase of insurance, and shall be equivalent to the health and welfare benefits (including cost-sharing percentages) provided to active employees of the rate Bank (or any successor thereof) as from time to time in effect during the Severance Period. Where the amount of such benefits is based on salary, they shall be provided to the Employee based on the date prior to highest annual rate of salary achieved by the Change in Control and Employee during the rate period of the Employee's employment with the Bank or its subsidiaries. If the Employee had dependent coverage in effect at the time Notice of Termination is givenhis termination of employment, plus all other amounts the Employee shall have the right to which elect to continue such dependent coverage for the Executive is entitled Severance Period. The benefits to be provided under any compensation plan this paragraph (c) shall cease to the extent that substantially equivalent benefits are provided to the Employee (and/or his dependents) by a subsequent employer of the Company in effect on the date, the payments are due, except as otherwise provided below;Employee; and (iid) in lieu within thirty days following the Employee's termination of any further salary payments to the Executive for periods subsequent to the Date of Terminationemployment, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a cash lump sum severance payment in an amount equal to 300% one month's salary for each full year of an average annual amount actually paid by continuous service completed with the Holding Company or any parent of its subsidiaries (including the Bank or subsidiary any predecessor of the Company Bank), but in no event less than 12 months' salary or more than 18 months' salary, such salary to be the greater of the Employee's salary immediately prior to the Executive and included in Change of Control or the ExecutiveEmployee's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after salary at the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of such termination. Notwithstanding the Internal Revenue Code of 1986, as amended (the "Code")foregoing, the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded provided to the Executive Employee under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled Section 3 shall be reduced so that the ratio of the value of the canceled Options if and to the value extent that a nationally recognized firm of all compensation consultants or auditors designated by the Holding Company or the Bank determines that such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), reduction will result in a greater net after-tax benefit to the amount that otherwise Employee than the Employee would have been paid under this Subparagraph 5(b)(iii) obtain in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraphreduction, the Company shall guaranty the Executive's loan for such amount as needed taking into account any excise tax payable by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Employee under Internal Revenue Code Section 499 of the Code to any payment or benefit provided hereunder)4999.

Severance Benefits. If the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (53), five years three years, less $100, at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100;[Intentionally omitted] (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder).

Severance Benefits. If there is a Change of Control, as defined in Paragraph 4 of this Agreement, during the Term of this Agreement, and (A) the Executive leaves the employment of the Company for Good Reason, as explained in Paragraph 5 of this Agreement, within the twenty-four (24) months after the Change or Control; or (B) the employment of the Executive is terminated without Cause as defined in Paragraph 6 of this Agreement within twenty-four (24) months after the Change of Control; and (C) the Executive signs the form of the Release that is attached to and incorporated in this Agreement with the Company or Holdings, or their successors; then, in addition to the Executive's employment unpaid base salary and unused accrued vacation as of the Date of Termination, the Executive shall receive the following benefits ("Severance Benefits"): a. An amount equal to two (2) times the Executive's annual Base Salary, which shall be terminated by defined as the Company within Executive's base rate of compensation in effect as of the date of the Date of Termination; and b. An amount equal to two (2) times the Executive's actual total annual incentive award(s) or bonus(es) earned with the Company, its affiliates (as defined in the federal securities laws), and any successors thereto, averaged over the last three (3) years after a Change in Control (whether or not deferred) or, if shorter, over the Executive's entire period of employment with either the Company, for reasons other than for Termination for Cause, Retirement, Death or Disabilityits affiliate, or terminated by any successor thereto. The total annual incentive award or bonus is the Executive for Good Reason within three sum of (3i) years after a Change in Control of the Company, then, subject cash awards or bonuses paid to the limitations set forth in Subparagraph 5(dExecutive, plus (ii) below, the value of stock awarded to the Executive. The value of stock awarded to the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect calculated based on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options stock as of the date the stock was awarded to the Executive. Notwithstanding the foregoing, the Executive's actual total annual incentive award(s) or bonus(es) shall be calculated excluding the value of all such Options equals options to purchase stock which may have been awarded to the ratio Executive. If the Executive's period of employment with either the Company, its affiliates, or any successors thereto, is less than one (1) year, the average incentive award or bonus shall be considered zero (0); and c. Outplacement services that are customary to the position relative to the Company's past practice; and d. Payment of the amount payable under this Subparagraph 5(b)(iii) after Executive's monthly COBRA premiums for continued health and dental insurance coverage for the application shorter of the limitation described following periods: (i) eighteen (18) months; or (ii) until the Executive no longer has coverage under Paragraph 5(d)COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and e. If the Executive has regular use of a Company vehicle for business and personal use, personal use of a vehicle (of the same make and model for which the Executive was eligible within 180 days before the Executive's Date of Termination) for a two-year period following the date of the Executive's Date of Termination. At the end of the two-year period the Company shall offer for sale to the amount that otherwise would have been paid under this Subparagraph 5(b)(iiiExecutive the vehicle which the Executive was then using at the then current book value (purchase price less accumulated depreciation) in the absence of such limitationsvehicle. The Options canceled pursuant to In lieu of the immediately preceding sentence shall be those Options providing foregoing, and in full satisfaction of the smallest "excess amounts" as determined company's obligations under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty may, at its election, transfer title of the vehicle to the Executive within one month after the Executive's loan Date of Termination. The Company will be responsible for such amount as needed by all vehicle transfer taxes and the Executive to exercise those outstanding Options that may will be exercised as they become exercisable by responsible for all income taxes arising from the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iiitransfer which will be valued at the then current book value (purchase price less accumulated depreciation) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether vehicle. The cash Severance Benefits described in sub-paragraphs (a) and (b) above shall be paid to the Executive continues as an employee in a single lump sum within thirty (30) calendar days after the Date of Termination. The Company shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Executive shall not be entitled to receive Severance Benefits if employment with the Company ends due to (i) death, (ii) retirement pursuant to the Company; and 's pension plan as then in effect, (iii) the Executive has reached the age of 65, (iv) The Company shall also pay Disability as defined in paragraph 6, (iv) without Good Reason, or (v) due to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)Cause.

Severance Benefits. If Contingent upon the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control ’s good faith and substantial completion of the CompanyTransition Services in accordance with this Agreement, for reasons other than for Termination for Causethe Executive’s exercise, Retirementon or after the Resignation Date, Death or Disabilityof a General Mutual Release of Claims in the form attached as Exhibit A hereto (the “Release”), or terminated by the Executive for Good Reason within three (3) years after a Change and upon said Release becoming effective and irrevocable in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) belowaccordance with its terms, the Executive shall be entitled to receive the benefits provided belowfollowing Severance Benefits: (ia) Within ten (10) days of the Company shall pay Resignation Date, or upon the Executive the Executive's full Release becoming effective, whichever is later, twelve (12) months of base salary through the Date of Terminationsalary, plus equal to $300,000 (5three hundred thousand dollars), five years at the rate equal to the greater less applicable taxes and other authorized withholding, payable in a lump sum. (b) Within ten (10) days of the rate in effect on Resignation Date, or upon the date prior to the Change in Control and the rate in effect at the time Notice of Termination Release becoming effective, whichever is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) belowlater, the Company shall pay as severance to the Executive $50,000 which represents his FY 2006 individual bonus target, less applicable taxes and other authorized withholding, in a lump sum. (c) Within ten (10) days of the Resignation Date, or upon the Release becoming effective, whichever is later, the Company shall pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the $112,500 (one hundred twelve thousand five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Companyhundred dollars), less $100;applicable taxes and other authorized withholding, in a lump sum, representing nine (9) months of FY 2007 target executive bonus compensation. (iiid) in consideration As of the surrender on the Date of Termination of the then Resignation Date, all outstanding and unvested options ("Options") granted to the Executive, if any, under the purchase common stock option plans of the Company, restricted stock, or otherwise, for shares of common stock other equity awards granted under any equity plan of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, held by the Executive shall receive be accelerated in part, such that an additional amount in cash equal of outstanding awards that would have vested had the Executive remained an employee of the Company for 12 (twelve) months following the Resignation Date shall become automatically vested and exercisable for such period of time following the termination of employment as is provided for by the specific agreements governing each such award. The Executive shall have through and including December 31, 2006 to exercise that portion of the product equity awards accelerated pursuant to this Paragraph 6(d). Except as so expressly provided, the Executive’s exercise rights shall be governed by the equity and stock option plans and agreements applicable to each such award. (e) Provided that the Executive elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay for the applicable premium amount for the Executive and his eligible dependents until the earlier of (Ai) twelve (12) months from the Resignation Date, or (ii) the excess ofdate upon which the Executive is first covered under any other group health plan, (xwhich does not contain any exclusion or limitation, as set forth in Section 4980B(f)(2)(B)(iv) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"). In addition, the closing price on Company shall pay for the applicable premium amount for the Executive and his eligible dependents until twelve (12) months from the Resignation Date for any other benefits and benefit plans that the Executive was eligible for and participating in prior to the Resignation Date. To the extent that the Company’s payments for the Executive’s health insurance coverage or nearest any other benefit plans are taxed as income to the Date of Termination of Company Shares as reported Executive at anytime in the principal national securities exchange on which future, the Company or its successor shall gross up or reimburse the Executive the amount to pay for all federal, state and local taxes calculated at the highest income tax rate due as a result of the payment of such premiums. (f) Following removal by the Company of all Company-related files and information, the Executive shall be allowed to retain the Dell laptop computer issued to him by the Company's Shares are listed or admitted . (g) The Executive shall be allowed to trading orretain beta testing status, if and to lifetime service on all TiVo DVR units owned by the Executive as of the date of this Agreement. (h) For a period of 180 days following the Resignation Date, the Company Shares are not listed shall either permit the Executive to retain and access his Company email account, or admitted shall arrange to trading on any national securities exchange, have forwarded to the last quoted price or, if not so quoted, Executive’s personal email account non-business email communications sent to the average Executive’s Company email address. (i) The Company shall continue to indemnify Executive against all claims related to actions arising prior to the termination of the high bid and low asked prices Executive’s employment to the fullest extent permitted by law. Such indemnity shall continue for so long as the Executive is subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that the Executive was serving in the over-the-counter market, capacity as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average an Officer and employee of the closing bid Company. In addition, and asked prices as furnished by a professional market maker making a market in accordance with the Company Shares selected by the Board of standard industry practices, TiVo’s Directors and Officers Liability insurance has always included coverage for past, present, and future directors and officers of the Company, and (y) the Company will use best efforts to continue this practice for so long as the Executive is subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that the Executive was serving in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control capacity as an Officer and employee of the Company, over the per share exercise price . (j) Within ten (10) days of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded submitting a reimbursement form for his legal expenses to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraphCompany, the Company shall guaranty reimburse Executive for up to $10,000 (ten thousand dollars) for legal expenses incurred in the Executive's loan for such amount as needed by negotiation of this Agreement. (k) Contingent upon execution of this Agreement, and agreement on the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionallyform of a press release no later than 12:00 noon on September 28, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii2005, within ten (10) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee days of the Resignation Date, or upon the Release becoming effective, whichever is later, payment of $18,750 (eighteen thousand seven hundred fifty dollars), less applicable taxes and other authorized withholding, in accordance with the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)’s normal payroll practices.

Severance Benefits. If the Executive's employment shall be Employee is terminated by the Company within three without Cause (3as defined below) years after a Change in Control during the period between execution of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by Amendment to Employment Agreement dated in February 2003 and the Executive for Good Reason within three (3) years after a Change in Control third anniversary of the Companyeffective date of such amendment (the “Term”), then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive Employee shall be entitled to receive the compensation and benefits provided belowdescribed in (a), (b), and (c) hereinbelow: (a) A one-time cash severance payment, which shall be payable as soon as reasonably practical following such termination, but in any event within ten (10) business days thereafter, in an aggregate amount equal to the sum of the following: (i) The greater of: (a) the Company shall pay the Executive the Executive's full amount of base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate as in effect on the date prior to of the Change in Control and the rate in effect termination) plus annual incentive awards (at the time Notice of Termination is given, plus all other amounts to which highest previous target level and assuming performance satisfying a target payout) that Employee would have received had he continued in the Executive is entitled under any compensation plan employment of the Company hereunder through the expiration of the Term; or (b) twelve months’ base salary (as in effect on the date, date of the payments are due, except as otherwise provided belowtermination) plus Employee’s target annual incentive award for the year of the termination; (ii) in lieu of any further salary payments An amount equal to the Executive for periods subsequent sum of: (a) the value (as of the date of termination) of all unvested and otherwise unpayable restricted stock (or alternative) awards previously granted to Employee under the Long Term Incentive Compensation Plan (“LTICP”) (as if performance criteria had been met to permit payment of 100% of the award), and (b) the forfeited portion of Employee’s accounts under the TXU Deferred and Incentive Compensation Plan (“DICP”) and the TXU Salary Deferral Program (“SDP”) (valued in accordance with the relevant provisions of the DICP and SDP, respectively); and (iii) An amount equal to the Date difference between (a) the aggregate required monthly premium for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of Termination1985 (“COBRA”) under the TXU Medical (including prescription drugs), except Dental and Group Life Insurance Plans, and (b) the aggregate monthly employee contribution rate in effect for Employee under such plans immediately prior to such termination, multiplied by eighteen (18). (b) In addition to such severance payment, Employee shall be entitled to outplacement services, at the Company’s expense through a third-party outplacement consultant selected by the Company, for up to one hundred eighty (180) days after such termination. (c) In the event that the foregoing payments, or any portion thereof, constitute an “excess parachute payment” under Section 4999 of the Code, or any successor provision, the Company shall, in addition to providing the foregoing payments and benefits, pay Employee a tax gross-up cash payment(s) in an amount agreed upon by Employee to be sufficient to fully offset the excise tax which Employee is, or may be, required to pay as a result thereof. Such tax gross-up payment shall be paid to Employee concurrently with the cash payments provided in Paragraph 5(d) belowfor hereinabove; provided that if the amount of such tax gross-up payment cannot be finally determined by such date, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of Employee concurrently with such other payments an average annual amount actually paid estimate, determined in good faith by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an minimum amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the overrequired tax gross-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such up payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraphThereafter, the Company shall guaranty promptly (but in any event within forty-five (45) days of Employee’s termination) determine in good faith the Executive's loan for such total amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) tax gross-up payment and seek to obtain Employee’s approval thereof. The Company remaining portion of the tax gross-up payment shall also pay be paid to Employee promptly after Employee approves the total amount. “Notwithstanding any other provision of this Agreement seemingly to the Executive all legal fees and expenses incurred by contrary, Employee shall not be entitled to any of the Executive as a result payments or benefits provided for under this Section 10.1 if Employee’s termination is for Cause, or if the circumstances of such Employee’s termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding entitle him to the extent attributable to the application of payments and benefits provided for in Section 499 of the Code to any payment or benefit provided hereunder)10.2 below.

Severance Benefits. If there is a Change of Control, as defined in Paragraph 4 of this Agreement, during the Term of this Agreement, and (A) the Executive leaves the employment of the Company for Good Reason, as explained in Paragraph 5 of this Agreement, within the twenty-four (24) months after the Change or Control; or (B) the employment of the Executive is terminated without Cause as defined in Paragraph 6 of this Agreement within twenty-four (24) months after the Change of Control; and (C) the Executive signs the form of the Release that is attached to and incorporated in this Agreement with the Company or Holdings, or their successors; then, in addition to the Executive's employment unpaid base salary and unused accrued vacation as of the Date of Termination, the Executive shall receive the following benefits ("Severance Benefits"): <PAGE> a. An amount equal to two (2) times the Executive's annual Base Salary, which shall be terminated by defined as the Company within Executive's base rate of compensation in effect as of the date of the Date of Termination; and b. An amount equal to two (2) times the Executive's actual total annual incentive award(s) or bonus(es) earned with the Company, its affiliates (as defined in the federal securities laws), and any successors thereto, averaged over the last three (3) years after a Change in Control (whether or not deferred) or, if shorter, over the Executive's entire period of employment with either the Company, for reasons other than for Termination for Cause, Retirement, Death or Disabilityits affiliate, or terminated by any successor thereto. The total annual incentive award or bonus is the Executive for Good Reason within three sum of (3i) years after a Change in Control of the Company, then, subject cash awards or bonuses paid to the limitations set forth in Subparagraph 5(dExecutive, plus (ii) below, the value of stock awarded to the Executive. The value of stock awarded to the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect calculated based on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options stock as of the date the stock was awarded to the Executive. Notwithstanding the foregoing, the Executive's actual total annual incentive award(s) or bonus(es) shall be calculated excluding the value of all such Options equals options to purchase stock which may have been awarded to the ratio Executive. If the Executive's period of employment with either the Company, its affiliates, or any successors thereto, is less than one (1) year, the average incentive award or bonus shall be considered zero (0); and c. Outplacement services that are customary to the position, relative to the Company's past practice; and d. Payment of the amount payable under this Subparagraph 5(b)(iii) after Executive's monthly COBRA premiums for continued health and dental insurance coverage for the application shorter of the limitation described following periods: (i) eighteen (18) months; or (ii) until the Executive no longer has coverage under Paragraph 5(d)COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and e. If the Executive has regular use of a Company vehicle for business and personal use, personal use of a vehicle (of the same make and model for which the Executive was eligible within 180 days before the Executive's Date of Termination) for a two-year period following the date of the Executive's Date of Termination. At the end of the two-year period the Company shall offer for sale to the amount that otherwise would have been paid under this Subparagraph 5(b)(iiiExecutive the vehicle which the Executive was then using at the then current book value (purchase price less accumulated depreciation) in the absence of such limitationsvehicle. The Options canceled pursuant to In lieu of the immediately preceding sentence shall be those Options providing foregoing, and in full satisfaction of the smallest "excess amounts" as determined company's obligations under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty may, at its election, transfer title of the vehicle to the Executive within one month after the Executive's loan Date of Termination. The Company will be responsible for such amount as needed by all vehicle transfer taxes and the Executive to exercise those outstanding Options that may will be exercised as they become exercisable by responsible for all income taxes arising from the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iiitransfer which will be valued at the then current book value (purchase price less accumulated depreciation) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether vehicle. 2 <PAGE> The cash Severance Benefits described in sub-paragraphs (a) and (b) above shall be paid to the Executive continues as an employee in a single lump sum within thirty (30) calendar days after the Date of Termination. The Company shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Executive shall not be entitled to receive Severance Benefits if employment with the Company ends due to (i) death, (ii) retirement pursuant to the Company; and 's pension plan as then in effect, (iii) the Executive has reached the age of 65, (iv) The Company shall also pay Disability as defined in paragraph 6, (iv) without Good Reason, or (v) due to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)Cause.

Severance Benefits. If If (A) the Company terminates the Executive's employment shall be terminated by with the Company within three (3) years after a Change in Control of the Company, for reasons any reason other than for Termination for (i) the Executive's death, (ii) the Executive's Disability or (iii) Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject provided the Executive has executed a release agreement reasonably satisfactory to the limitations set forth in Subparagraph 5(dCompany and to the Executive, or (B) belowif the Executive terminates his employment pursuant to Section 5(f)(ii) above, the Executive shall be entitled to the benefits provided belowfollowing: (i) All amounts payable pursuant to Section 6(a); (ii) An amount equal to: (A) If the Company shall pay Notice of Termination is provided to the Executive on or prior to October 1, 2006, one (1) times, (B) If the Notice of Termination is provided to the Executive after October 1, 2006 but prior to October 1, 2007, one and one half (1.5) times, or (C) If the Notice of Termination is provided on or after October 1, 2007, two (2) times, the Executive's full base Base Salary in effect at the time of the termination shall be made, in equal installments in accordance with the Company’s regular calendar for semi-monthly salary through payments, commencing immediately following the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included continuing:in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product case of (A) the excess of, (x) above for a period of one year; in the case of options granted after (B) above for a period of one year and six months; or in the date case of this Agreement (C) above for a period of two years (each such period as applicable, the “Severance Period”). Notwithstanding the foregoing, in the event that qualify the Executive qualifies as incentive stock options (a "ISOs"specified employee” for purposes of Section 409A(a)(2)(B)(i) under Section 422A of the Internal Revenue Code of 1986, 1986 as amended (the "Code"), then, to the closing price extent required (or in the absence of specific guidance to the extent reasonably advisable) to comply with Section 409A of the Code the first installment of such semi-monthly salary payments shall commence on or nearest the six month anniversary of the Date of Termination of Company Shares as reported in and shall continue for the principal national securities exchange on which the Company's Shares are listed or admitted applicable Severance Period. This Agreement shall be construed and interpreted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average comply with Section 409A of the high bid and low asked prices Code. The parties hereby agree to amend this Agreement to the extent reasonably necessary in order to preserve the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average intended tax consequences of the closing bid and asked prices as furnished by a professional market maker making a market payments made hereunder in the Company Shares selected by the Board light of Directors Section 409A of the CompanyCode and any regulations or other guidance promulgated thereunder. (iii) Bonus Plan payments as follows: (A) If the Notice of Termination is provided to the Executive on or prior to October 1, and 2006, an amount equal to fifty percent (y50%) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the CompanyTarget Bonus, over payable on the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times Bonus Payment Date occurring in 2007, (B) If the number Notice of Company Shares covered by each such Option (irrespective of whether or not such Option Termination is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded provided to the Executive under this Subparagraph after October 1, 2006 but prior to October 1, 2007 an amount equal to fifty percent (iii50%) do notof the Target Bonus payable on the next Bonus Payment Date occurring after the Termination Date, and shall not be deemed to, materially increase the benefits accruing an amount equal to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph twenty five (iii25%) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value Target Bonus payable on the following Bonus Payment Date, or (C) If the Notice of Termination is provided on or after October 1, 2007, an amount equal to fifty percent (50%) of the canceled Options to the value of all such Options equals the ratio Target Bonus payable on each of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; andnext two Bonus Payment Dates, (iv) The Company shall also pay to If the Notice of Termination is provided on or after January 1, 2008, the Executive all legal fees and expenses incurred by shall be entitled to a pro-rata portion of the Corporate Performance Payment (based on the period of employment of the Executive as a result percentage of such termination (including all such fees and expensesthe Term assuming the Term expired December 31, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding 2008) that would otherwise have been due to the extent attributable Executive pursuant to Section 4(d) following completion of the CP Fiscal Year and such payment shall be calculated and paid in accordance with Section 4(d) (the “Pro-Rata Corporate Performance Payment”), and (v) Continued participation in the Company's insurance, fringe, medical, dental, vision, disability and other insurance, health, welfare, pension or other benefit programs for the duration of the Severance Period commencing on the Date of Termination, on the same basis as in effect immediately prior to the application Date of Section 499 of Termination, except that the Code Executive shall also be subject to any payment such changes or benefit provided hereunder)amendments to such programs as implemented by the Company for senior executives generally.

Severance Benefits. If Pursuant to the Executiveterms of the Agreement, and in consideration of Employee's employment shall be terminated by release of claims and the other covenants and agreements contained herein and therein, and provided that Employee has signed this Release and delivered it to the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under has not exercised any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except revocation rights as provided in Paragraph 5(d) Section 6 below, the Company shall pay as provide the following severance pay benefits (the "Benefits") to Employee: a. the cash severance described in Section 7(d)(i) of the Agreement, which the Parties agree is equal to $2,379,000, to be paid at the time and in the manner provided in the Agreement; b. reimbursement of unpaid expenses in accordance with Section 7(d)(ii) of the Agreement; c. acceleration in full of all unvested shares of restricted stock and all unvested stock appreciation rights held by Employee immediately prior to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary Termination Date in accordance with Section 7(d)(iii) of the Company Agreement. In addition, Employee's stock appreciation right grant agreements are hereby amended as set forth on Exhibit A to provide for a post-termination exercise period for all of Employee's outstanding SARs (including those that were previously vested prior to te1mination of employment) that extends through January 10, 2020. d. the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executivepayment, if any, that is otherwise earned under that certain 2016 Performance Share Agreement dated January 11, 2016 (the stock option plans of "2016 PSU Agreement") between Employee and the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred shall be determined and paid in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection accordance with any tax audit or proceeding to the extent attributable to the application of Section 499 terms and conditions of the Code 2016 PSU Agreement. The Parties agree that all rights under all other outstanding Performance Share Agreements were forfeited in accordance with their terms on the Termination Date, and Employee has no right to receive any payment under or benefit provided hereunderwith respect to such other Performance Share Agreements; e. payment of an annual bonus in respect of the 2018 fiscal year in the amount of $360,000, to be paid at the same time as the cash severance set forth in Section 2a., above; f. payment of $52,300, to be paid at the same time as the cash severance set forth in Section 2a., above, and in consideration for such payment Employee hereby agrees that his and his dependents' sole right to continued group health plan coverage shall be pursuant to COBRA, and that Employee shall have no separate contractual right to continued group health plan coverage pursuant to Section 7(d)(vi) of the Agreement; g. continued use of Employee's United Club Card through the expiration of its current pre-paid coverage period; provided, however, that the Company's obligations will be excused if Employee breaches any of the provisions hereof or of the Agreement (including, without limitation, Sections 6, 7 and 9 thereof). Employee acknowledges and agrees that the Benefits constitute consideration beyond that which, but for the mutual covenants set forth in this Release and the covenants contained in the Agreement, the Company otherwise would be obligated to provide, and that Employee otherwise would be entitled to receive.

Severance Benefits. If the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: (i) If the Executive is subject to termination pursuant to an Involuntary Termination (as defined in Section 7), then in addition to any amounts / benefits owed under Section 4(b), the Company shall pay the Executive the Executive's full base salary through the Date : (x) an amount equal to 100% of Terminationhis or her then current annual Base Salary for one year, plus (5y) at the discretion of the Compensation Committee, a pro-rated portion of the bonus that the Executive would be entitled to receive under the Company’s Annual Incentive Plan (“Bonus”). The pro-rated Bonus will be calculated by the compensation committee by extrapolating the Company’s anticipated full year performance based on the current year performance to date and then multiplying the resulting full year extrapolation a fraction the numerator of which is the number of days during the calendar year the Executive worked in the year of Involuntary Termination up to the termination date and the denominator of which is 365 (the amounts paid under (i) and (ii) constitute the “Severance Payment”). If the Executive is subject to an Involuntary Termination prior to March 31 of any calendar year, and has, therefore, not yet received payment for the prior year under the Annual Incentive Plan, then the Executive will also be entitled to such payment under the Annual Incentive Plan as he would otherwise have been entitled to receive had he remained employed on March 31 of the year of Involuntary Termination. (ii) Further, if and only if the Involuntary Termination occurs within twelve (12) months of a Change in Control (a “Change in Control Termination”), five years at the rate equal then (x) in addition to the greater of the rate in effect on the date Severance Payment, any stock awards, stock options, stock appreciation rights or other equity-based awards (each an “Equity Award”) that were outstanding immediately prior to the effective date of the Change in Control Termination shall, provided such Equity Awards are assumed by the acquirer in such Change in Control, to the extent not then vested, fully vest and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan become exercisable as of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive such date and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or right to exercise any parent or subsidiary of such Equity Award until the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted earlier to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product occur of (A) the excess of, twelve (x12) in the case of options granted after months from the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times Termination and (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt expiration date of such payment. However, if pursuant to the limitations Equity Award as set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of agreement evidencing such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Companyaward; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder).

Severance Benefits. (a) If and only if during the term of this Agreement the Executive's employment shall be with the Company is terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death Disability or Disability, Cause or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) belowReason, the Executive shall be entitled to the severance benefits as provided belowin this Section 1. The Executive shall not be entitled to any benefits as provided in this Section 1 in the event his employment with the Company is terminated by the Company for Disability or Cause or by the Executive other than for Good Reason. (b) If the Executive is entitled to severance benefits, then the Company shall pay to the Executive as severance pay in a lump sum on the fifth day following the Termination Date the following amounts: (i) the Company shall pay the Executive the Executive's unpaid portion of his full base salary through the Termination Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, hereof plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided belowincreases therein subsequent thereto; (ii) in lieu of any further salary payments payments, incentive compensation awards or defined contribution plan allocations to the Executive for periods subsequent to the Date of TerminationTermination Date, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, sum of (x1) his annual base salary at the rate in the case of options granted after effect on the date of this Agreement that qualify as incentive stock options hereof plus any increases therein subsequent thereto, plus ("ISOs"2) under Section 422A the greater of the Internal Revenue Code amount awarded to him under the Incentive Compensation Plans for 1987 and the amount awarded to him under the Incentive Compensation Plans for the calendar year immediately preceding the year in which the Termination Date occurs, but not less than the amount the Executive would have received if the Executive had received the same percentage of 1986the total amount available for allotment as he received for 1987, as amended plus (3) the "Code")greater of the amount that was allocated to the Executive's account under the Defined Contribution Plan, including the Company 401(k) matching contribution thereto, the closing price on profit-sharing provisions of the Supplemental Plan, including the Company matching award related to the supplemental tax deferred amounts therein, and any other defined contribution plan of the Company or nearest an affiliate thereof for 1987 and the Date of Termination of Company Shares as reported amount that would have been required to be so allocated to him for the year immediately preceding the year in the principal national securities exchange on which the Company's Shares are listed or admitted to trading orTermination Date occurs, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported multiplied by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the lesser of the number three and the number of Company Shares covered by each such Option years (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that fraction thereof) from the benefits afforded Termination Date to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the CompanyNormal Retirement Date; and (iviii) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including including, but not limited to, all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement Agreement). (c) If the Executive is entitled to severance benefits, the Company shall maintain in full force and effect, for the Executive's continued benefit for a three-year period (or, if shorter, the period until his Normal Retirement Date) after the Termination Date, all employee life, health, accident, disability, medical and other employee welfare benefit plans, programs or arrangements in which he was participating immediately prior to the date hereof plus all improvements therein subsequent thereto, provided that his continued participation is possible under the terms and provisions of such plans, programs and arrangements. In the event that the Executive's participation in any such plan, program or arrangement is barred, the Company shall arrange to provide him with benefits substantially similar to those which he would have been entitled to receive under such plan, program or arrangement if he had remained a participant for such additional three-year period (or, if shorter, such additional period until his Normal Retirement Date) after the Termination Date. (d) If the Executive is entitled to severance benefits, the Executive shall be entitled to the following as incentive compensation through the Termination Date: (i) the unpaid portion of the amount awarded to him as incentive compensation under the Incentive Compensation Plans for the calendar year immediately preceding the year in which the Termination Date occurs, payable at the time awards thereunder are normally paid; and (ii) incentive compensation under the Incentive Compensation Plans for the calendar year in which the Termination Date occurs, payable at the time awards thereunder are normally paid, in an amount equal to the amount the Executive would have received thereunder for such period if he had been allocated a percentage of the total amount available for allotment equal to the same percentage of the total amount available for allotment as he was allocated for 1987 or, if higher, the percentage for the calendar year immediately preceding the year in which the Termination Date occurs or in connection with any tax audit or proceeding which the Termination Date occurs, whichever is higher; provided that if the Termination Date occurs in 1997, the amount that the Executive would have received for the full year 1997 if the Executive had been awarded the same percentage of the total amount available for allotment as awarded to him for 1996 shall be $823,953. The incentive compensation provided by this Section 1(d) shall be prorated for the portion of the year through the Termination Date. The payments under this Section 1(d) shall be reduced by the amount actually paid to the extent attributable Executive under the Incentive Compensation Plans for the calendar year in which the Termination Date occurs. (e) If the Company shall terminate the Executive's employment other than for Disability or Cause or if the Executive shall terminate his employment for Good Reason and a dispute exists concerning the termination as set forth in Section 7(n), the Company shall continue to pay the application of Executive's full base salary through the date the dispute is finally resolved as provided in Section 499 of the Code to any payment or benefit provided hereunder7(n).

Severance Benefits. If the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (52), five two years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300500% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder).

Severance Benefits. If In the event the Executive's employment shall be is terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Causereasons defined in Section 9(a), Retirement9(b), Death 9(c) or Disability9(e), or terminated by the Executive for Good Reason within three (3) years after a Change reasons defined in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) belowSection 9(d), the Executive shall be entitled to continuation of Base Salary and participation in the benefits provided below:Benefit Plans for two years from the date of termination; and the payment of an amount equal to an annual bonus at target for the year in which the termination occurred, prorated to the date of termination, and additional payments equal to two annual bonuses at target for the year in which termination occurred (payable at such times as the Company in the ordinary course would pay annual bonuses for the year in which the termination occurred and for each of the two years succeeding the year in which the termination occurred); provided, however, that (i) in the Company shall pay event the Executive provides services as described in Section 11(a) of this Agreement prior to the end of the second calendar year following the year in which any such termination occurs, the Executive's full base salary through entitlement to continuation of Base Salary and participation in the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect Benefit Plans shall cease on the date prior the provision of such services commences, and the amount of the additional payments to be made to the Change in Control Executive shall be reduced and shall be determined by (a) multiplying (x) the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan amount of the Company additional payments by (y) a fraction whose numerator is the number of days elapsed from the date of the Executive's termination of employment to the date the provision of such services commences and whose denominator is the number of days from the date of the Executive's termination of employment to the end of the second calendar year following the year in effect on which such termination occurs, and (b) then subtracting any amount of such additional payments previously paid to the date, the payments are due, except as otherwise provided belowExecutive; (ii) the Executive shall not be entitled to the above severance benefits unless the Executive executes a release substantially in the form of Exhibit A to this Agreement; and (iii) the severance benefits provided for herein shall be in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as other severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, benefits under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether plan or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)policy.

Severance Benefits. If Following a Covered Termination and subject to the Executive's employment shall terms and conditions set forth in Section 1.3, Executive will be terminated eligible for the following severance benefits: (a) An amount payable by the Company within three to Executive equal to twenty four (324) years after a Change in Control months of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full ’s base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the Termination Date, disregarding any decrease in Executive’s base salary that forms the basis for Good Reason (the “Benefit Period”), which payment will be subject to standard payroll deductions and withholdings and will be made in a lump sum within ten (10) business days following the date prior to the Change Release described in Control Section 1.3 becomes effective and can no longer be revoked by Executive (the rate in effect at the time Notice of Termination is given“Release Effective Date”), plus all other amounts to which the Executive is entitled under any compensation plan of provided the Company in effect on has received the Release from Executive by such date, the payments are due, except as otherwise provided below; (iib) If Executive is participating in lieu of any further salary payments the Company’s group health insurance plans on the Termination Date, an amount payable by the Company to Executive equal to the premiums necessary to continue Executive’s health insurance coverage in effect for Executive and Executive’s covered dependents under the Consolidated Omnibus Reconciliation Act of 1985, for periods subsequent a period equal to the Date of TerminationBenefit Period, except as provided which payment will be subject to standard payroll deductions and withholdings and will be made in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by within ten (10) business days following the Release Effective Date, provided the Company or any parent or subsidiary of has received the Company to the Release from Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100such date; (iiic) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") Each stock option granted to the ExecutiveExecutive (individually, if any, under the stock option plans of the Company, or otherwise, for an “Option”) to purchase certain shares of common stock of the Company Company, par value $0.001 per share ("Company the “Shares"), except as provided in Paragraph 5(d”) below, the Executive shall receive an amount in cash equal pursuant to the product of (A) the excess ofMast Therapeutics, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986Inc. 2015 Omnibus Incentive Plan, as may be amended (the "Code")or restated from time to time, the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices equity incentive plan as furnished by a professional market maker making a market in the Company Shares selected may be adopted by the Board of Directors and approved by the stockholders of the CompanyCompany (the “Plan”), and regardless of whether such Option was granted before, on, or after the Effective Date, shall immediately prior to such Covered Termination (yunless such Option has earlier terminated) become vested with respect to 25% of the total number of Shares that were subject to such Option on its date of grant; provided, however, that notwithstanding the increased vesting provided for in the case preceding sentence, in no event shall any Option become vested and exercisable for more than the total number of all other OptionsShares that were subject to such Option on its date of grant (subject to adjustment as provided in the applicable Grant Agreement); (d) The exercise period for each Option (regardless of whether granted before, on, or after the higher Effective Date) shall be extended such that Executive may exercise each such Option, to the extent vested as of such closing price or Covered Termination (for clarity, after taking into account the highest per share price for any Company Shares actually paid vesting acceleration provision of paragraph (c) of this Section 1.2) and in connection accordance with any Change in Control the terms of the Companywritten agreement, over the per share exercise price of each Option held by the Executive (irrespective of whether contract or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each other instrument or document evidencing such Option (irrespective of whether or not such Option is then fully exercisablethe “Grant Agreement”). The parties hereto acknowledge and agree , any time after the Release Effective Date (provided that the benefits afforded Company has received the Release from Executive by such date) and prior to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase close of business on the benefits accruing to last calendar day of the Executive under any stock option plan under which any such Options are granted. Insofar as 12th full calendar month following the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt date of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the CompanyCovered Termination; and (ive) The Notwithstanding paragraphs (c) and (d) of this Section 1.2, in the event of a Covered Termination following a Change in Control in which the successor company (or a subsidiary or parent thereof) assumed or substituted for an Option on substantially the same terms and conditions (which may include providing for settlement in the common stock of the successor company (or a subsidiary or parent thereof)), then (i) any such Option (regardless of whether granted before, on, or after the Effective Date) shall become fully (100%) vested; and (ii) any such Option (regardless of whether granted before, on, or after the Effective Date) may be exercised in accordance with the terms of the Grant Agreement at any time after the Release Effective Date (provided that the Company shall also pay or the successor company, as applicable, has received the Release from Executive by such date) and prior to the Executive all legal fees and expenses incurred by close of business on the Executive as a result of such termination tenth (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 10th) anniversary of the Code to any payment or benefit provided hereunder)date of grant of the Option.

Severance Benefits. If the Executive's ’s employment shall be terminated terminates due to (a) an involuntary termination by the Company within three without Cause (3as defined in Section 5.1(b)) years after or (b) a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated voluntary termination by the Executive for with Good Reason within three (3) years after a Change as defined in Control of the CompanySection 5.1(d)), then, subject then Executive shall receive severance in an amount equal to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: sum of: (i) two times the Company shall pay average of the annual base salary and bonus compensation paid or payable to Executive under the Executive Bonus Plan (and any predecessor plan to the Executive Bonus Plan) during the 24-months preceding termination of the Executive's full base salary through the Date of Termination, plus ’s employment; and (5), five years at the rate ii) an amount equal to the greater Award Share that Executive would have received under the Incentive Program if during the Fiscal Year of the rate Executive’s termination, and in effect each Fiscal Year remaining under the term of the Incentive Program following the Executive’s termination, the Company calculated the Award Amount for such Fiscal Year at the Plan Target Revenue; provided, however, that if, pursuant to the final paragraph of Section 2(a) of the Incentive Program, on the date or prior to the Change date of the termination of Executive’s employment the Award Amount under the Incentive Plan is increased to the maximum Award Amount for each Fiscal Year not yet completed under the Incentive Plan, then the Award Share under (ii) above shall be determined with reference to such maximum Award Amount. The receipt of benefits under this Section 3.1 shall terminate all rights of Executive under the Incentive Program including, but not limited to, the provisions of Section 2(c)(ii) of the Incentive Program. All capitalized terms in Control and this section that are not otherwise defined in this Agreement shall have the rate meanings prescribed in effect the Incentive Program. The severance amount established above shall be payable with interest at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan eight percent (8%) per annum in twelve (12) monthly installments at regular payroll dates of the Company in effect commencing on the datefirst payroll date following the Executive’s termination of employment, the provided however, if any payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments required to be delayed for the Executive for periods subsequent to six-month period immediately following the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the effective date of this Agreement that qualify as incentive stock options ("ISOs") under Executive’s termination of employment to comply with Section 422A 409A of the Internal Revenue Code of 1986, as amended (the "“Code")”) because Executive is a “specified employee,” such delayed payments shall be made in a lump sum payment on the first regular payroll date after the six-month period following the effective date of Executive’s termination of employment, with any remaining payments to be paid in monthly installments in accordance with the closing price on or nearest schedule set forth above. Any such payments shall be subject to applicable tax withholding. In addition, Executive and Executive’s covered dependents shall be eligible to continue their health care benefit coverage as permitted by COBRA (Code Section 4980B) at the Date of Termination of Company Shares same cost to Executive as reported in effect immediately prior to such termination for the principal national securities exchange on which twelve (12) month period following such termination. Executive shall be entitled to maintain coverage for Executive and Executive’s eligible dependents at Executive’s own expense for the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average balance of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the period that Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded entitled to the Executive coverage under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)COBRA.

Severance Benefits. If In the event the Executive's ’s employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or hereunder is terminated by the Executive for Good Reason within three (3as defined in Section 6(c) years after a Change or by the Company other than for reasons defined in Control of the CompanySection 6(a), then, subject to the limitations set forth in Subparagraph 5(d6(b) belowor 6(d), the Executive shall be entitled to the benefits following benefits, provided belowthat the Executive executes and delivers a release substantially in the form of Exhibit A to this Agreement within 45 days after termination of his employment and does not exercise any right he may have to revoke such release: (i) within sixty (60) days after the date of termination, any Base Salary and any reimbursable expenses accrued or owing the Executive hereunder as of the date of termination and any earned and unpaid annual bonus in respect of fiscal years of the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date completed prior to the Change in Control and the rate in effect at the time Notice date of Termination is giventermination (it being understood that, plus all other amounts to which the Executive is entitled under any compensation plan absent approval of the Company in effect on the dateCompensation Committee, the payments are due, except as otherwise provided belowno such bonus shall have been deemed to have been earned for any year after 2009); (ii) any unpaid cash distribution payments on the Restricted Units and the Withheld Units in lieu of any further salary payments to accordance with and at the Executive for periods subsequent to the Date of Termination, except as provided time specified in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the CompanySection 4(a), less $100; (iii) if the termination occurs in consideration 2009, a pro-rated portion of the surrender on 2009 cash bonus referred to in Section 4(c) (if such cash bonus has not already been paid) for services performed by the Date of Termination Executive prior to termination; (iv) the immediate vesting of the then outstanding options ("Options"next two installments of Restricted Units referred to in Section 4(a) granted to the Executiveor, if anyfewer, under the stock option plans balance of the Company, or otherwise, for shares of common stock of the Company installments that are unvested; ("Company Shares"), except as provided in Paragraph 5(dv) below, the Executive shall receive an amount in cash payments equal to the product cost of COBRA coverage for the Executive for the period for which the Executive is eligible for COBRA; (Avi) access for the excess ofExecutive and his spouse to participation in the Company’s medical plans at the Executive’s sole expense based on a reasonably determined fair market value premium rate until the date the Executive (or, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs"his spouse, his spouse) under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Companyattains age 65; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder).

Severance Benefits. (a) If the Executive's employment shall Executive signs and does not revoke this Agreement, agreeing to be terminated bound by the Company within three (3) years after a Change General Release in Control Paragraph 3 below and the other terms and conditions of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided this Agreement described below: (i) the The Company shall will pay the Executive the a total of two (2) months of severance pay at Executive's full ’s base salary through as of the Date Separation Date, in the gross amount of TerminationSixty-Two Thousand Five Hundred Dollars ($62,500.00), plus two months of reimbursement of medical and dental insurance premiums in the sum of Three Thousand Dollars (5$3,000.00), five years at for a total of Sixty-Five Thousand Five Hundred Dollars ($65,500.00), less withholding of all applicable federal, state and local taxes. The severance payments will be paid to Executive in a single lump sum payment on the rate equal to Company’s first regularly scheduled payroll pay date following the greater expiration of the rate Revocation Period set forth in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided Paragraph 20 below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the The Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary will cause 10,000 shares of the Company stock option granted to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company)Stock Option Agreement dated August 29, less $1002022 to immediately vest; (iii) The Company will amend the following Stock Option Agreements to extend until December 31, 2024 the exercise period set forth in consideration Section 3.3(b) of each such agreement for all stock options granted under such agreement that are vested as of the surrender on the Separation Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under including the stock option plans referenced in Paragraph 2(a)(ii) above) (the “Extension”): (1) Stock Option Agreement dated August 29, 2022; (2) Stock Option Agreement dated January 18, 2023; and (3) Stock Option Agreement dated November 17, 2023. The Company acknowledges that 17,316 shares of the option vested under the Stock Option Agreement dated August 29, 2022 as of the Separation Date are Incentive Stock Options and will be treated as such so long as Executive exercises said options within ninety (90) days of the Separation Date and in accordance with the corresponding Stock Option Agreement. The Company shall permit a cashless exercise, under Section 4.3(b)(iii) of Executive’s Stock Option Agreements, of any vested options in accordance with the Company, or otherwise, for ’s cashless exercise and public trading policies. The Company shall make its officers available to consult with Executive and his advisors and provide Executive with information as to how any securities law restrictions impact Executive’s ability to exercise options and/or sell the Company’s stock. The Company further acknowledges that Executive purchased 1,820 shares of the common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, Company. Upon the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraphSeparation Date, the Company shall guaranty be responsive to Executive’s request to have said shares transferred to Executive’s brokerage account as Executive may reasonably request in accordance with Company procedures, including the Executive's loan for such amount as needed by Company’s obtaining of any legal opinions needed, it being understood that the Executive Company’s counsel’s ability to exercise those outstanding Options that may be exercised as they become exercisable by provide a legal opinion will depend on the applicable facts and certifications from Executive. AdditionallyExcept as set forth in Paragraph 2(a)(ii), those stock for the avoidance of doubt, any options not surrendered granted pursuant to the above-listed Stock Option Agreements that remain unvested as of the Separation Date will be forfeited in accordance with the terms of the applicable agreement. (b) For purposes of this Agreement, the term “Severance Benefits” includes the payments and canceled as determined other benefits set forth above in this Subparagraph 5(b)(iiiParagraph 2. (c) shall hereinafter become fully exercisable Executive will not be eligible for the remaining term of such stock option grant, regardless whether the Severance Benefits described in this Paragraph 2 if Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by revokes this Agreement or on a timely basis in connection accordance with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)Paragraph 20 below.

Severance Benefits. If On or before the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) belowSeparation Date, the Company shall pay as severance pay cause to the Executive be paid to M▇▇▇▇ a lump sum amount that will include all earned but unpaid base salary, as well as all accrued but unused paid time off ("PTO") earned through the Separation Date (which M▇▇▇▇ acknowledges is 25.91 hours of PTO), less applicable withholdings and authorized deductions. In addition, provided that M▇▇▇▇ timely signs and returns this Agreement, does not revoke it pursuant to Section 7(d) below, and complies with its terms, the Company will provide M▇▇▇▇ the following severance payment benefits (collectively, the “Severance Benefits”): (a) The Company will cause to be paid to M▇▇▇▇ an amount equal to 300% $144,500.00 (the “Severance Payment”) (which represents six months of an average annual amount actually M▇▇▇▇’▇ base salary), less standard withholdings and authorized deductions, in two equal installments with the first installment paid on or before April 16, 2018 and the second installment paid on or before May 31, 2018. (b) The unvested portion of all awards of the Company’s restricted stock units (“RSUs”) previously granted to M▇▇▇▇ by the Company or any parent or subsidiary that are outstanding on the Separation Date shall become immediately vested as of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company)Separation Date, less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered shares payable with respect to such vested units to be reduced by each the appropriate number of shares to satisfy the Company’s tax withholding obligations in accordance with the agreements governing such Option (irrespective of whether or not such Option is then fully exercisable)units. The parties hereto Company and M▇▇▇▇ acknowledge and agree that the benefits afforded RSU grants previously awarded to M▇▇▇▇ by the Executive under Company are as follows: (i) an award of 10,000 RSUs awarded to M▇▇▇▇ on or about October 30, 2017 that was issued in accordance with the terms and conditions of a Restricted Stock Unit Agreement entered into by the Company and M▇▇▇▇ (the “First RSU Agreement”) and the Company’s 2012 Stock Incentive Plan (the “Plan”); and (ii) an award of 50,000 RSUs awarded to M▇▇▇▇ on or about October 30, 2017 that was issued in accordance with the terms and conditions of a Restricted Stock Unit Agreement entered into by the Company and M▇▇▇▇ (the “Second RSU Agreement” and, collectively with the First RSU Agreement, the “RSU Agreements”) and the Plan. The vesting conditions of the RSU Agreements are hereby amended by this Subparagraph Section 3(b). (iiic) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any The unvested portion of all stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) grants with respect to the surrender Company’s common stock previously granted to M▇▇▇▇ by the Company that are outstanding and unvested on the Separation Date shall become immediately vested as of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such paymentSeparation Date. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so The Company and M▇▇▇▇ acknowledge and agree that the ratio of the value of the canceled Options stock options previously awarded to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, M▇▇▇▇ by the Company shall guaranty the Executive's loan for such amount are as needed by the Executive follows: (i) an option to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee purchase 70,000 shares of the Company’s common stock at a price of $1.64 per share in accordance with the terms and conditions of a Stock Option Agreement, dated October 26, 2016, between the Company and M▇▇▇▇ (the “First Stock Option Agreement”) and the Plan; and (ii) an option to purchase 50,000 shares of the Company’s common stock at a price of $2.08 per share in accordance with the terms and conditions of a Stock Option Agreement, dated July 1, 2017, between the Company and M▇▇▇▇ (the “Second Stock Option Agreement” and, collectively with the First Stock Option Agreement, the “Option Agreements”) and the Plan. The vesting conditions of the Option Agreements are hereby amended by this Section 3(c). The vested options shall remain exercisable following the Separation Date for the post-termination exercise period provided in the applicable Option Agreement. (ivd) The Company shall also will pay for the premiums necessary for M▇▇▇▇ to continue coverage for himself and his eligible dependents under the Company’s group medical, dental and vision insurance plans for a period commencing on April 1, 2018 and ending on the earlier to occur of (i) September 30, 2018 and (ii) the date M▇▇▇▇ becomes eligible for healthcare coverage from a subsequent employer. M▇▇▇▇ acknowledges and agrees that he will promptly notify the Company (to the Executive all legal fees attention of P▇▇▇ ▇▇▇▇▇) in writing when M▇▇▇▇ becomes eligible for healthcare coverage from a subsequent employer. M▇▇▇▇ acknowledges and expenses incurred by agrees that the Executive as a result of such termination (including all such fees Severance Benefits constitute payments and expenses, if any, incurred in contesting or disputing any such termination or in seeking benefits that M▇▇▇▇ would not otherwise be entitled to obtain or enforce any right or benefit provided by receive without entering into this Agreement or and constitute adequate consideration for the releases, covenants, terms and conditions contained in connection with any tax audit or proceeding this Agreement. M▇▇▇▇ further acknowledges and agrees that the Severance Payment is due solely from the Company and that Insperity (as defined below) has no obligation to M▇▇▇▇ to pay the extent attributable to the application of Section 499 of the Code to any Severance Payment even though such payment or benefit provided hereunder)may be processed through Insperity.

Severance Benefits. If Subject to the Executive's employment shall be terminated by the Company within three provisions of Section 7.3(a)(ii) and Section 7.3(c), if, prior to (3and not in anticipation of) or more than two (2) years after a Change in Control of (as defined in Section 7.3(d)), the Company, for reasons other than for Termination for Company terminates the Executive’s employment without Cause, Retirement, Death or Disability, or terminated by the Executive terminates his employment for Good Reason within three (3) years after a Change in Control of the CompanyReason, then, subject to the limitations set forth in Subparagraph 5(d) below, then the Executive shall be entitled to the following benefits provided below:(the “Severance Benefits”): (iA) the Company shall pay the Executive the Executive's full base salary through amount of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination, plus ; (5), five years at the rate B) a cash amount equal to the greater sum of (1) one-twelfth (1/12) of the rate in effect on Executive’s Base Salary at the date prior to the Change in Control and the highest rate in effect at any time during the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; twelve (ii) in lieu of any further salary payments to the Executive for periods subsequent 12)-month period prior to the Date of Termination, except as provided and (2) one-twelfth (1/12) of the Executive’s Average Bonus, that total amount being payable in Paragraph 5(deach of the twelve (12) belowmonths following the month in which the Date of Termination occurs; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage, shall pay as severance pay be continued for the twelve (12)-month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(a)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services, in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum severance payment equal to 300% of in lieu thereof, in an average annual amount actually paid determined by the Company or to be equal to the estimated cost of those services); (E) notwithstanding any parent or subsidiary provisions of any applicable stock option plan and agreement(s) to the contrary, any nonvested stock options granted by the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective as of whether or not such Option is then fully exercisable)the Date of Termination, times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive extent those options were not forfeited under this Subparagraph (iiithe terms of the applicable plan and agreement(s) do not, and shall not be deemed to, materially increase the benefits accruing prior to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect Date of Termination, shall continue to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if vest pursuant to the limitations set forth under Paragraph 5(dvesting schedule applicable to such options during the twelve (12) below, month period following the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number Date of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the CompanyTermination; and (ivF) The Company shall also pay to the Executive all legal fees any accrued and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting vested benefits under any employee benefit plans or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)programs.

Severance Benefits. A. If a Change of Control occurs and, within one year thereafter, the Executive's ’s employment shall be by the Company is terminated by the Executive following an Event of Termination for Good Reason or by the Company within three (3) years after otherwise than as a Change in Control result of the Company, for reasons other than for an Event of Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall will be entitled to receive Change of Control Severance Benefits consisting of: (a) a lump sum payment equal to one year of Executive’s base salary as in effect immediately prior to the benefits provided below: Change of Control (minus lawful withholdings); (b) a lump sum payment equal to the dollar amount of Executive’s full target bonus percentage as in effect immediately prior to the Change of Control (minus lawful withholdings); (c) a lump sum payment of $15,000 (minus lawful withholdings) that Executive may use for benefit continuation under COBRA or for any other purpose; and (d) accelerated vesting of Executive’s stock options under any stock option agreement(s) between Executive and Tanox, meaning that all outstanding but unvested stock options shall be accelerated and fully vested, and all vested options shall be exercisable until the later of (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater 15th day of the rate in effect on third month following the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company stock options would otherwise have expired in effect on the dateaccordance with their original terms, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary December 31 of the Company to the Executive and included calendar year in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall stock options would otherwise have been employed by the Company or any parent or subsidiary of the Company), less $100; expired in accordance with their original terms and (iii) such longer period (not to exceed twelve months following the Separation from Service (as defined in consideration of paragraph 4.C below) as may be provided by the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) Treasury Department in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under final regulations addressing Section 422A 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”); provided, however, that the foregoing shall not be construed to cause an incentive stock option to fail to meet the statutory requirements of Section 422 of the Code. B. If at any time prior to a Change in Control the Executive’s employment is terminated by the Company for any reason other than an Event of Termination for Cause or if Executive resigns because of an Event of Termination for Good Reason, Executive shall be entitled to receive payment equal to (i) one year of Executive’s base salary (minus lawful withholdings) and (ii) $15,000 (minus lawful withholdings) that Executive may use for benefit continuation under COBRA or for any other purpose (“Separation Benefits”). C. If payable under paragraph 4.A, the Change of Control Severance Benefits shall be paid on the later of the 60th day after the effective date of Executive’s “separation from service” (within the meaning of Section 409A and the regulations issued thereunder) (“Separation from Service”), or six months and one day after the closing price on Executive’s Separation from Service if the Executive is a “specified employee” (as that term is defined under Section 409A of the Code and the regulations issued thereunder) (“Specified Employee”) at the time the Executive becomes entitled to Change of Control Severance Benefits under this Paragraph. If payable under paragraph 4.B, the Separation Benefits shall be paid periodically in installments over the twelve months following the Executive’s Separation from Service, in accordance with the Company’s regular payroll practices, provided that no payment shall be made prior to the 60th day after the effective date of Executive’s Separation from Service or nearest six months and one day after the Date Executive’s Separation from Service if the Executive is a Specified Employee at the time the Executive becomes entitled to the Separation Benefits under this Paragraph. Notwithstanding the foregoing, no Change of Termination Control Severance Benefits or Separation Benefits shall be due under this Agreement unless (a) prior to the 60th day after the effective date of Executive’s separation from service, Executive has signed a release agreement (“Release Agreement”) that the Company Shares as reported will provide in which Executive releases any possible claims against the Company and all of its parents, divisions, subsidiaries, affiliates, and related companies, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors, and assigns; and (b) prior to the 60th day after the effective date of Executive’s separation from service, the seven day revocation period in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in Release Agreement has expired without Executive’s revocation. In the case of all other OptionsSeparation Benefits, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company Release Agreement shall also pay include a reasonable agreement to cooperate for a period of six months following the Executive all legal fees employment termination date and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)mutual non-disparagement clause.

Severance Benefits. If The Company shall provide Executive with the Executive's employment shall be terminated by following payments and benefits pursuant to the Company within three (3) years after a Change in Control terms of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided belowEmployment Agreement: (ia) the Company shall pay the Executive the Executive's full base salary through the Date of Termination’s Accrued Rights, plus (5to be paid when required pursuant to Section 8(d)(iii)(A), five years at the rate equal to the greater ) of the rate in effect on Employment Agreement (it being understood that Executive’s $5,000,000 Retention Bonus shall be paid upon the date prior to “Delayed Payment Date”, as defined below); (b) payment of the Change in Control COBRA Premium and the rate in effect at the time Notice of Termination is given, plus all other amounts Insurance Premium pursuant to which the Executive is entitled under any compensation plan Section 8(d)(iii)(B) of the Company Employment Agreement, in effect on the aggregate amount of $168,229.90, payable within 5 business days following May 1, 2011, or upon such earlier date as such amount would be due pursuant to Section 8(f) of the Employment Agreement in the event of Executive’s death (such payment due date, the payments are due, except as otherwise provided below“Delayed Payment Date”); (iic) continued eligibility for Executive and his dependents for participation in lieu of any further salary payments the Company’s senior executive health and welfare plans for up to 36 months following the Termination Date at Executive’s own expense, to the Executive for periods subsequent to extent provided under Section 6 of the Date of Termination, except as provided in Paragraph 5(d) below, Employment Agreement and with the insured contract assignment rights set forth therein (the Company shall pay will provide Executive with a schedule of such welfare benefits that continue and the insurance that is assignable, and the premium costs for such insurance); (d) a pro rata bonus for 2010 pursuant to Section 8(d)(iii)(C) of the Employment Agreement, calculated as severance pay an amount equal to 5/6 of the full Annual Bonus that Executive otherwise would have earned in respect of 2010 based on the Company’s actual performance during 2010, such amount to be paid on the Delayed Payment Date; (e) a lump sum severance cash payment equal to 300% of an average annual amount actually paid by $5,200,000 payable on the Company or any parent or subsidiary Delayed Payment Date pursuant to Section 8(d)(iii)(D) of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100Employment Agreement; (iiif) in consideration of the surrender on the Date Termination Date, immediate full vesting of Termination of the all outstanding restricted stock vesting on a time-basis, but not on a performance basis, stock options and all other long-term equity or other long-term incentive awards vesting on a time-basis then outstanding options ("Options") granted to the held by Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(dSection 8(d)(iii)(E) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the CompanyEmployment Agreement; and (ivg) The continued exercisability of Executive’s outstanding Company shall also pay to stock options following the Executive all legal fees and expenses incurred by the Executive Termination Date, as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of set forth under Section 499 8(d)(iii)(F) of the Code to any payment or benefit provided hereunder)Employment Agreement.

Severance Benefits. If (a) In the event that the Bank shall terminate the Executive's employment shall be terminated by the Company within three (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive shall terminate employment for Good Reason Reason, within three (3) years after 24 months following a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) belowControl, the Executive Bank shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years Termination at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time the Notice of Termination is given, at the time such payments are due; and (ii) pay to the Executive in a lump sum in cash, within 25 days after the later of the date of such Change in Control or the Date of Termination, an amount equal to 299% of the Executive's "base amount" as determined under Section 280G of the Code, less the aggregate present value of the payments or benefits, if any, in the nature of compensation for the benefit of the Executive, arising under any other plans or arrangements (i.e., not this Agreement) between the Company or any of the Consolidated Subsidiaries and the Executive, which constitute "parachute payments" under Section 280G of the Code. While it is not contemplated that the Executive will receive any amounts or benefits that will constitute "excess parachute payments" under Section 280G of the Code, in the event that any payments or benefits provided or to be provided to the Executive pursuant to this Agreement, in combination with payments or benefits, if any, from other plans or arrangements maintained by the Company or any of the Consolidated Subsidiaries, constitute "excess parachute payments" under Section 280G of the Code that are subject to the excise tax under Section 4999 of the Code, the Bank shall pay to the Executive in cash an additional amount equal to the amount of the Gross Up Payment (as hereinafter defined). The "Gross Up Payment" shall be the amount needed to ensure that the amount of such payments and the value of such benefits received by the Executive (net of such excise tax and any federal, state and local tax on the Bank's payment to attributable to such excise tax) equals the amount of such payments and value of such benefits as would receive in the absence of such excise tax and any federal, state and local tax on the Bank's payment to attributable to such excise tax. The Bank shall pay the Gross Up Payment within 30 days after the Date of Termination. For purposes of determining the amount of the Gross Up Payment, the value of any non-cash benefits and deferred payments or benefits shall be determined by the Bank's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. In the event that, after the Gross Up Payment is made, the amount of the excise tax is determined to be less than the amount calculated in the determination of the actual Gross Up Payment made by the Bank, the Executive shall repay to the Bank, at the time that such reduction in the amount of excise tax is finally determined, the portion of the Gross Up Payment attributable to such reduction, plus interest on the amount of such repayment at the applicable federal rate under Section 1274 of the Code from the date of the Gross Up Payment to the date of the repayment. The amount of the reduction of the Gross Up Payment shall reflect any subsequent reduction in excise taxes resulting from such repayment. In the event that, after the Gross Up Payment is made, the amount of the excise tax is determined to exceed the amount anticipated at the time the Gross Up Payment was made, the Bank shall pay to the Executive, in immediately available funds, at the time that such additional amount of excise tax is finally determined, an additional payment ("Additional Gross Up Payment") equal to such additional amount of excise tax and any federal, state and local taxes thereon, plus all interest and penalties, if any, owed by the Executive with respect to such additional amount of excise and other amounts tax. The Bank shall have the right to challenge, on the Executive's behalf, any excise tax assessment against as to which the Executive is entitled under any compensation plan of the Company to (or would be entitled if such assessment is finally determined to be proper) a Gross Up Payment or Additional Gross Up Payment, provided that all costs and expenses incurred in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company such a challenge shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid be borne by the Company or any parent or subsidiary of Bank and the Company to Bank shall indemnify the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years hold harmless, on an after-tax basis, from any excise or other tax (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid including interest and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) penalties with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(dthereto) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive imposed as a result of such termination payment of costs and expenses by the Bank. (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking b) The Executive shall not be required to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to mitigate the extent attributable to the application amount of Section 499 of the Code to any payment or benefit provided hereunder)for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits after the Date of Termination or otherwise. This Agreement shall not be construed as providing the Executive any right to be retained in the employ of the Bank or any affiliate of the Bank.

Severance Benefits. If Provided that (i) the Release Effective Date (as defined below) occurs and (ii) the Executive complies with the terms of this Agreement, the Employment Agreement and the Continuing Obligations (as defined herein) (each of (i) and (ii), collectively, the “Severance Conditions”), the Executive will receive the following severance payments and DOCPROPERTY "CUS_DocIDChunk0" ACTIVE 692491197v1 benefits (collectively, the “Severance Benefits”), in addition to the Executive's employment shall be terminated by the Company within three (3’s accrued benefits under Section 6(a) years after a Change in Control of the Employment Agreement (“Accrued Benefits”): (A) twelve (12) months of continued Base Salary payments following the Separation Date, payable in equal installments in accordance with the Company’s regular payroll practices; provided, that the first installment payment shall not be paid until the first payroll date following the Release Effective Date, and such first installment payment shall include all amounts that would have been paid to the Executive, during the period beginning on the Separation Date and ending on the date of the first installment payment, absent the delay (for reasons other than for Termination for Causethe avoidance of doubt, Retirementwithout interest); (B) a lump sum cash payment in the amount of $240,000, Death or Disability, or terminated which equals the amount earned by the Executive for Good Reason within three (3) years after a Change in Control respect of the CompanyExecutive’s 2023 Annual Bonus, thenpayable at the same time as 2024 annual bonuses are paid (or would be paid had the performance hurdles been met) to other senior executives of the Company (i.e., the spring of 2025) (for the avoidance of doubt, the payment in this clause (B) shall not be continent on any performance goals or bonus criteria); and (C) subject to the limitations set forth in Subparagraph 5(dExecutive’s (I) belowtimely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (II) continued copayment of premiums at the same level and cost to the Executive shall be entitled as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the benefits provided below: Company’s medical and dental plans, on the same basis (iincluding cost) as active employees participate in such plans, until the earlier of (x) the Executive’s eligibility for any such coverage under another employer’s medical or dental insurance plans and (y) the second anniversary of the Separation Date, except that in the event that participation in any such plan is barred or would adversely affect the tax status of the plan pursuant to which the coverage is provided, the Company shall pay the Executive premium required to continue such coverage pursuant to COBRA (the Executive's full base salary through the Date of Termination, plus (5“COBRA Premium”), five years at the rate equal and to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) belowextent such COBRA period expires, the Company shall pay as severance pay the lesser of (1) the COBRA Premium and (2) the premium required to continue such coverage after COBRA coverage is converted into individual plan(s). For the Executive avoidance of doubt, the Executive’s Accrued Benefits include (A) a lump sum severance cash payment in the amount of $240,000, which equals the amount earned by the Executive in respect of the Executive’s 2023 Annual Bonus, payable at the same time as 2023 annual bonuses are paid to other senior executives of the Company (i.e., the spring of 2024); (B) a lump sum cash payment equal to 300% the pro rata portion of an average annual Executive’s Annual Bonus for 2024 based on actual results for 2024 (determined by multiplying the amount actually paid of such Annual Bonus which would be due for the full calendar year by a fraction, the Company or any parent or subsidiary numerator of which is the Company to number of days during the calendar year of termination that Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been is employed by the Company or any parent or subsidiary and the denominator of which is 365) payable at the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted same time as 2024 annual bonuses are paid to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock other senior executives of the Company ("Company Shares"), except as provided in Paragraph 5(d) belowi.e., the Executive shall receive an amount spring of 2025); and (C) reimbursement for the Executive’s business expenses incurred in cash equal the ordinary course of business through the Separation Date, subject to the product of (A) the excess of, (x) applicable Company policy as in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted effect from time to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)time.

Severance Benefits. If Subject to the Executive's employment shall be terminated by the Company within three provisions of Section 7.3(a)(ii) and Section 7.3(c), if, prior to (3and not "in anticipation of", as defined in Section 7.4 hereof) or more than two (2) years after a Change in Control of (as defined in Section 7.3(d)), the Company, for reasons other than for Termination for Company terminates the Executive's employment without Cause, Retirement, Death or Disability, or terminated by the Executive terminates his employment for Good Reason within three (3) years after a Change in Control of the CompanyReason, then, subject to the limitations set forth in Subparagraph 5(d) below, then the Executive shall be entitled to the following benefits provided below:(the "Severance Benefits"): (iA) the Company shall pay the Executive the Executive's full base salary through amount of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination, plus ; (5), five years at the rate B) a cash amount equal to the greater sum of (1) one-twelfth (1/12) of the rate in effect on Executive's Base Salary at the date prior to the Change in Control and the highest rate in effect at any time during the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; twelve (ii) in lieu of any further salary payments to the Executive for periods subsequent 12)-month period prior to the Date of Termination, except as provided and (2) one-twelfth (1/12) of the Executive's Average Bonus, that total amount being payable in Paragraph 5(deach of the eighteen (18) belowmonths following the month in which the Date of Termination occurs; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage, shall pay as severance pay be continued for the eighteen (18)-month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(a)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services, in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum severance payment equal to 300% of in lieu thereof, in an average annual amount actually paid determined by the Company or to be equal to the estimated cost of those services); (E) notwithstanding any parent or subsidiary provisions of any applicable stock option plan and agreement(s) to the contrary, any outstanding nonvested stock options and restricted stock granted by the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value Date of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d)Termination, to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the shall become vested and immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed exercisable by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the CompanyDate of Termination; and (ivF) The Company shall also pay to the Executive all legal fees any accrued and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting vested benefits under any employee benefit plans or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)programs.

Severance Benefits. If (a) In the Executive's employment shall be terminated by the Company within three (3) years after event of a Change in Control of the Company, for reasons other than for Termination for without Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance shall, (1) pay to the Executive Employee in a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on cash within 25 business days after the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product sum of (Ai) 299% of the excess of, (x) in the case of options granted after the date of this Agreement that qualify Employee's "base amount" as incentive stock options ("ISOs") defined under Section 422A 280G of the Internal Revenue Code of 1986, as amended (the "Code"), but such amount shall not exceed $1,250,000; (2) provide to the closing price on or nearest Employee for thirty-six months following the Date of Termination, such health, dental and life insurance benefits as the Company maintained for the Employee at the Date of Termination on terms as favorable to the Employee as applied at the Date of Termination, or at the election of the Employee (or, notwithstanding the election of the Employee at the election of the Company Shares as reported in the principal national securities exchange on which if coverage under the Company's Shares are listed or admitted group plan is not available to trading or, if the Company Shares are not listed or admitted Employee) cash in an amount equal to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported premium cost being paid by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) company with respect to the surrender Employee for such benefits immediately prior to the Date of all such Options, such Options so surrendered shall be canceled upon Termination); (3) transfer to Employee title to the Executive's receipt of such payment. HoweverCompany owned vehicle currently used by the Employee, if pursuant to any, with the limitations set forth under Paragraph 5(dCompany paying all coats, licensing fees and taxes (excluding income taxes) belowassociated with the transfer of title, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) or in the absence event the Employee receives a monthly cash car allowance in lieu of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraphuse of a Company vehicle, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive Employee pursuant to this paragraph an additional sum equal to 36 times the greater of the monthly car allowance in effect on the date of the Change of Control or the Date of Termination; (4) and vesting of all legal fees of Employee's outstanding stock options and/or restricted stock awards with the Company or its affiliates. The provision of any medical benefits under this Section 3(a) shall not extend to the period for the continuation of group health benefits under the COBRA health care continuation provisions of Section 601 of the Employee Retirement Income Security Act of 1974 ("ERISA") or other applicable state laws. Nothing herein shall diminish the right of the Employee to receive any earned and expenses incurred accrued bonus, on a pro rata basis, for the year in which Termination without Cause occurs or to be compensated for accrued but unused vacation and sick time. (b) Notwithstanding any other provision of this Agreement, if the value and amounts of benefits under this Agreement, together with any other amounts and the value of benefits received or to be received by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or Employee in connection with a Change in Control would cause any amount to be nondeductible by the Company or any of its subsidiaries for federal income tax audit or proceeding purposes pursuant to Section 280G of the Code, then amounts and benefits under this Agreement shall be reduced (not less than zero) to the extent attributable necessary so as to maximize amounts and the value of benefits to the application Employee without causing any amount to become nondeductible by the Company or its subsidiaries pursuant to or by reason of Section 499 280G of the Code Code. The Employee shall determine the allocation of such reduction among payments and benefits to the Employee. (c) Any payments made to the Employee pursuant to this Agreement are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k) and any payment or benefit provided hereunder).regulations promulgated thereunder. 4NEXT PAGE

Severance Benefits. If Subject to the occurrence of the Effective Date on or before the date specified in Section 3, and Executive's employment shall be terminated by ’s continued compliance with the terms of this Release, the Company within three agrees to provide Executive with the following severance payments and benefits following the Transition Date (3) years after a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a Change in Control of the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided below:“Severance Benefits”). (i) the The Company shall will pay the to Executive the Executive's full base salary through gross sum of $2,565,000 USD, which amount shall be payable within ten (10) days following the Date of Termination, plus (5), five years at the rate equal to the greater of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided belowEffective Date; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the The Company shall pay as severance will pay to Executive the Executive a lump gross sum severance payment of $44,385 USD, representing an amount equal to 300% of an average annual amount actually paid eighteen (18) multiplied by the Company or any parent or subsidiary monthly premium that Executive would be required to pay for COBRA continuation coverage for Executive and her eligible dependents who were covered under the Company’s health insurance plans as of the Company to Transition Date (based on the Executive and included premiums in the Executive's gross income for services rendered in each effect as of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the CompanyTransition Date ), less $100which amount shall be payable within ten (10) days following the Effective Date; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options The Company has previously granted Executive restricted stock unit ("Options"“RSU”) granted awards with respect to the Executive, if any, under the stock option plans shares of the Company, or otherwise, for shares of ’s common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) belowcollectively, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs"“RSUs”) under Section 422A of the Internal Revenue Code of 1986Company’s 1996 Equity Participation Plan, as amended and restated from time to time (the "Code"“Equity Plan”), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) belowterms of those certain Restricted Stock Unit Agreements (each, an “RSU Agreement”). On the Effective Date, the full amount described under this Subparagraph 5(b)(iii) cannot be paidvesting of all of Executive’s outstanding, the number of Options which are canceled unvested RSUs shall be reduced so that accelerated, and such RSUs shall be settled in accordance with the ratio terms of the value of RSU Agreements and the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitationsEquity Plan. The Options canceled pursuant foregoing provisions are hereby deemed to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered a part of each RSU Agreement and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for supersede any less favorable provision in any agreement or plan regarding such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; andRSUs. (iv) The Company shall also pay has previously granted Executive performance stock option (“PSO”) awards with respect to shares of the Company’s common stock (collectively, the “PSOs”) under the Company’s Equity Plan and pursuant to the terms of those certain Performance Stock Option Agreements (each, a “PSO Agreement”). i. On the Effective Date, all of Executive’s outstanding PSOs granted prior to October 9, 2023 shall be considered “Time-Vested Options” for purposes of the PSO Agreements. With respect to any PSOs granted to Executive all legal fees and expenses incurred prior to October 2023, Executive shall remain eligible to vest in such number of the PSOs that also become “Performance-Vested Options” in accordance with the terms of the PSO Agreements on the applicable Certification Date (as defined in the PSO Agreements). ii. On the Effective Date, such portion of Executive’s PSOs granted on October 9, 2023 as would have become “Time-Vested Options” on or prior to December 31, 2026 in accordance with the terms of the applicable PSO Agreement will be considered “Time-Vested Options” for purposes of such PSO Agreement. During the Transition Period, Executive shall remain eligible to vest in such October 2023 PSOs in accordance with the terms of the applicable PSO Agreement based on Executive’s continued employment following the Transition Date. iii. Except as specified above with respect to the acceleration of the time-based vesting of the PSOs, the PSOs shall continue to be governed by the Equity Plan and the applicable PSO Agreements. Nothing in this Section 2(b)(iv) shall be construed to limit any more favorable vesting applicable to the PSOs in the Equity Plan and/or the PSO Agreements. The foregoing provisions are hereby deemed to be a part of each PSO Agreement and to supersede any less favorable provision in any agreement or plan regarding such PSOs; and (v) The Company has previously granted Executive as performance stock unit (“PSU”) awards with respect to shares of the Company’s common stock (collectively, the “PSUs”) under the Company’s Equity Plan and pursuant to the terms of the Performance Stock Unit Agreements (each, a result “PSU Agreement”). The vesting of such termination (including all such fees and expensesportion of Executive’s outstanding PSUs as would have vested in accordance with the terms of the applicable PSU agreement on or prior to December 31, 2026, if any, incurred shall be accelerated effective as of the Effective Date. During the Transition Period, Executive shall remain eligible to vest in contesting or disputing such PSUs in accordance with the terms of the applicable PSU Agreement based on Executive’s continued employment following the Transition Date; provided, that any such termination or in seeking PSUs that are solely subject to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding service-based vesting will, after giving effect to the extent attributable accelerated vesting set forth in the previous sentence, only continue to be eligible to be considered vested as to additional PSUs (above those the vesting of which accelerates on the Effective Date pursuant to this Section 2(b)(v)) based on Executive’s continued service through the vesting dates set forth in the applicable PSU Agreement occurring on or after January 1, 2027, subject to Executive’s continued employment on the applicable vesting date. Except as specified above with respect to the application of Section 499 acceleration of the Code vesting of the PSUs, Executive’s PSUs shall continue to be governed by the Equity Plan and the PSU Agreements. Nothing in this Section 2(b)(v) shall be construed to limit any payment more favorable vesting applicable to the PSUs in the Equity Plan and/or the PSU Agreements. The foregoing provisions are hereby deemed to be a part of each PSU Agreement and to supersede any less favorable provision in any agreement or benefit provided hereunder)plan regarding such PSUs.

Severance Benefits. If Subject to the Executive's employment shall be terminated by the Company within three provisions of Section 7.3(a)(ii) and Section 7.3(c), if, prior to (3and not in anticipation of) or more than two (2) years after a Change in Control of (as defined in Section 7.3(d)), the Company, for reasons other than for Termination for Company terminates the Executive's employment without Cause, Retirement, Death or Disability, or terminated by the Executive terminates his employment for Good Reason within three (3) years after a Change in Control of the CompanyReason, then, subject to the limitations set forth in Subparagraph 5(d) below, then the Executive shall be entitled to the following benefits provided below:(the "Severance Benefits"): (iA) the Company shall pay the Executive the Executive's full base salary through amount of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination, plus ; (5), five years at the rate B) a cash amount equal to the greater sum of (1) one-twelfth (1/12) of the rate in effect on Executive's Base Salary at the date prior to the Change in Control and the highest rate in effect at any time during the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; twelve (ii) in lieu of any further salary payments to the Executive for periods subsequent 12)-month period prior to the Date of Termination, except as provided and (2) one-twelfth (1/12) of the Executive's Average Bonus, that total amount being payable in Paragraph 5(deach of the twelve (12) belowmonths following the month in which the Date of Termination occurs; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage, shall pay as severance pay be continued for the twelve (12)-month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(a)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum severance payment equal to 300% of in lieu thereof, in an average annual amount actually paid determined by the Company or to be equal to the estimated cost of those services); and (E) notwithstanding any parent or subsidiary provisions of any applicable stock option plan and agreement(s) to the contrary, and, to the extent necessary, any such plan and agreement(s) are hereby amended such that, any stock options granted by the Company to the Executive prior to September 10, 1998 and included in held by the Executive's gross income for services rendered in each Executive as of the five prior calendar years (or shorter period during which Date of Termination, to the Executive shall have been employed by extent those options were not forfeited under the Company or any parent or subsidiary terms of the Company)applicable plan and agreement(s) prior to the Date of Termination, less $100; (iii) in consideration of that are or would have otherwise vested pursuant to the surrender vesting schedule applicable to such options on or before the next applicable vesting date following the Date of Termination shall become fully vested as of the then outstanding options ("Options") granted Date of Termination, and shall be exercisable pursuant to the Executiveprovisions of the applicable plan and agreement(s); and (F) notwithstanding any provisions of any applicable stock option plan and agreement(s) to the contrary, if anyand, to the extent necessary, any such plan and agreement(s) are hereby amended such that, any stock options granted by the Company to the Executive on September 10, 1998 and held by the Executive as of the Date of Termination, to the extent those options were not forfeited under the stock option plans terms of the Companyapplicable plan and agreement(s) prior to the Date of Termination, or otherwise, for shares of common stock shall continue to vest (to the extent those options are not vested as of the Company ("Company Shares"), except as provided in Paragraph 5(dDate of Termination) below, the Executive shall receive an amount in cash equal pursuant to the product of vesting schedule applicable to such options during the twelve (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest 12)-month period following the Date of Termination and such options, whether vested or unvested, shall terminate upon the first anniversary of Company Shares as reported in the principal national securities exchange on which Date of Termination or the Company's Shares are listed or admitted to trading orlast day of the option term under the applicable option agreement, if whichever is earlier (further, any option agreement entered into between the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) after the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded Effective Date shall contain provisions no less favorable to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be than those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined contained in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder7.3(a)(i)(F)).

Severance Benefits. If the (a) Subject to (x) Executive's employment shall be terminated by the Company within three (3) years after a Change in Control ’s execution of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by general waiver and release of claims attached hereto as Annex A (the “Release Agreement”) and the Release Agreement becoming effective and irrevocable on the Release Effective Date (as defined in the Release Agreement) and (y) Executive for Good Reason within three (3) years after a Change in Control complying with the terms of the CompanyContinuing Obligations (as defined below) (each of clauses (x) and (y), then, subject to the limitations set forth in Subparagraph 5(d) belowcollectively, the “Payment Conditions”), then Executive shall be entitled to receive the following additional payments and benefits provided below:(the “Severance Benefits”): (i) a lump sum cash payment in an amount equal to $2,203,200 in the Company shall pay aggregate, which represents two (2) times the Executive the sum of (A) Executive's full ’s annual base salary through the Date of Terminationand (B) Executive’s target annual cash bonus, plus (5), five years at the rate equal to the greater of the rate in each case as in effect on the date as of immediately prior to the Change in Control and Separation Date, which such amount shall be payable within sixty (60) days following the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided belowSeparation Date; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance cash payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, annual cash bonus that Executive would have been entitled to receive in respect of the Company’s 2023 fiscal year based on actual achievement against the applicable performance objectives and (B) a fraction (x) the numerator of which is the number of days elapsed in the case Company’s 2023 fiscal year prior to (and including) the Separation Date and (y) the denominator of options granted after which is 365, which such amount shall be payable no later than March 15, 2024 (for the date avoidance of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A doubt, Executive will not be entitled to receive an annual cash bonus in respect of the Internal Revenue Code Company’s 2024 fiscal year); (iii) a lump sum cash payment of 1986$250,000, which reflects the payment of the unpaid portion of Executive’s Spinoff Bonus Award (as set forth in the Spinoff Bonus Letter), payable within sixty (60) days following the Separation Date; (iv) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the "Code"“COBRA”), the closing price Company shall provide Executive with continued coverage through the second anniversary of the Separation Date under any dental or vision program or policy maintained by the Company in which Executive (and his eligible dependents, as applicable) participated in as of the Separation Date, to the extent permitted under applicable law and the terms of such program or policy; provided, however, that Executive shall be solely responsible for any taxes incurred in respect of such coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 3(a)(iv) (including by providing, in lieu of such continuation coverage or to the extent that the COBRA continuation period expires, a lump sum cash payment equal to the value for Executive of the continuation coverage provided herein) to the extent reasonably necessary to avoid the imposition of any excise taxes on or nearest the Date Company for failure to comply with the nondiscrimination requirements of Termination the Patient Protection and Affordable Care Act of Company Shares 2010, as reported amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided further, that in the principal national securities exchange on which the Company's Shares are listed or admitted to trading orevent Executive obtains other employment that offers group health benefits, if such continuation coverage by the Company Shares are not listed or admitted to trading under this Section 3(a)(iv) shall immediately cease on any national securities exchange, the last quoted price or, if not so quoted, date that Executive meets the average eligibility requirements of the high bid subsequent employer’s group health benefits plan (and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date Executive agrees to promptly notify the Company Shares are not quoted by if Executive is offered group health benefits from any such organization, subsequent employer following the average Separation Date); and provided further that the Company will make a lump-sum payment to Executive of $40,632 which represents the value of continued coverage through the two-year anniversary of the closing bid and asked prices as furnished Separation Date under the medical program maintained by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, payable within sixty (60) days following the Separation Date, provided he has not revoked the Agreement pursuant to Section 4 of the attached General Waiver and Release Agreement. (yv) the BHC Equity Awards that are outstanding and held by Executive as of immediately prior to the Separation Date (as set forth on Annex B hereto) shall be treated in accordance with the case existing terms of all other Options, the higher of such closing price or BHC Equity Plan and the highest per share price for any Company Shares actually paid applicable Equity Award Documents (including in connection accordance with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive applicable provisions relating to retirement treatment); and (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iiivi) with respect to the surrender B+L Equity Awards: (A) the B+L Stock Option Award granted on May 5, 2022 and the B+L RSU Awards granted to Executive on May 5, 2022 and July 25, 2022 that are outstanding and held by Executive as of all such Optionsimmediately prior to the Separation Date (as set forth on Annex B hereto) shall cease to vest as of the Separation Date (for the avoidance of doubt, such Options so surrendered the Separation Date shall be canceled upon the Executive's receipt constitute a “Termination of Service” for purposes of such payment. Howeverawards under the terms of the applicable Equity Award Documents), if pursuant to and such awards shall thereupon be treated in accordance with the limitations set forth under Paragraph 5(d) belowexisting terms of the B+L Equity Plan, the full amount described under this Subparagraph 5(b)(iiiapplicable Equity Award Documents and the Retention Letter (as applicable); (B) cannot each B+L PSU Award granted to Executive on March 1, 2023 will be paid, the number of Options which are canceled shall be reduced so that the ratio forfeited in its entirety as of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the CompanySeparation Date; and (ivC) the B+L RSU Award and B+L Stock Option Award granted to Executive on March 1, 2023 will remain outstanding and eligible to continue vesting in accordance with the existing terms of the B+L Equity Plan and the applicable Equity Award Documents during the Consulting Period based on Executive’s continuous provision of services to the Company; provided, that such B+L RSU Awards and the B+L Stock Option Award shall cease to vest (and Executive shall be deemed to have incurred a “Termination of Service” for purposes of such awards) upon the applicable Consulting Period End Date. (vii) The Company shall also pay will issue payment to Executive’s counsel for the reasonable legal fees incurred in the negotiation and preparation of this Agreement and related documents, up to a maximum of $5,000 in the aggregate. (b) Executive acknowledges and agrees that the Severance Benefits are being provided in full discharge of any and all liabilities and obligations of the Company and its subsidiaries and affiliates to Executive, monetarily or with respect to Executive’s employment, compensation or benefits. Executive further hereby agrees and acknowledges that, on and following the Separation Date, subject to the terms of this Agreement, Executive all legal fees will only be entitled to receive the Accrued Compensation and expenses incurred by the Executive as a result of such termination Severance Benefits (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding subject to the extent attributable to the application of Section 499 satisfaction of the Code Payment Conditions), and Executive will not be entitled to receive, and hereby irrevocably waives any payment and all rights or benefit provided hereunderentitlements to receive, any other compensation or benefits from the Company or any of its subsidiaries or affiliates arising under the Offer Letter, the Spinoff Bonus Letter, the Retention Letter or under any other plan, agreement or arrangement or otherwise (including, without limitation, any severance payments or benefits, cash bonuses or equity-based compensation). (c) Each of Executive and the Company acknowledges and agrees that (i) the cessation of Executive’s employment constitutes a “Retirement” for all relevant purposes under the Equity Award Agreements; (ii) Executive’s execution and non-revocation of the Release Agreement shall fulfill any release requirements under the Equity Award Agreements and (iii) Executive does not hold any equity incentive awards under the BHC Equity Plan or the B+L Equity Plan other than those awards set forth on Annex B hereto.

Severance Benefits. If Subject to the Executive's employment shall be terminated by the Company within three provisions of Section 7.3(a)(ii) and Section 7.3(c), if, prior to (3and not in anticipation of) or more than two (2) years after a Change in Control of (as defined in Section 7.3(d)), the Company, for reasons other than for Termination for Company terminates the Executive's employment without Cause, Retirement, Death or Disability, or terminated by the Executive terminates his employment for Good Reason within three (3) years after a Change in Control of the CompanyReason, then, subject to the limitations set forth in Subparagraph 5(d) below, then the Executive shall be entitled to the following benefits provided below:(the "Severance Benefits"): (iA) the Company shall pay the Executive the Executive's full base salary through amount of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination, plus ; (5), five years at the rate B) a cash amount equal to the greater sum of (1) one-twelfth (1/12) of the rate in effect on Executive's Base Salary at the date prior to the Change in Control and the highest rate in effect at any time during the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; twelve (ii) in lieu of any further salary payments to the Executive for periods subsequent 12)-month period prior to the Date of Termination, except as provided and (2) one-twelfth (1/12) of the Executive's Average Bonus, that total amount being payable in Paragraph 5(deach of the twelve (12) belowmonths following the month in which the Date of Termination occurs; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage, shall pay as severance pay be continued for the twelve (12)-month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(a)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services, in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum severance payment equal to 300% of in lieu thereof, in an average annual amount actually paid determined by the Company or to be equal to the estimated cost of those services); (E) notwithstanding any parent or subsidiary provisions of any applicable stock option plan and agreement(s) to the contrary, any nonvested stock options and restricted stock granted by the Company to the Executive and included in held by the Executive's gross income for services rendered in each Executive as of the five prior calendar years (or shorter period during which Date of Termination, to the Executive shall have been employed by extent those options and restricted stock were not forfeited under the Company or any parent or subsidiary terms of the Company)applicable plan and agreement(s) prior to the Date of Termination, less $100; shall continue to vest pursuant to the vesting schedule applicable to such options during the twelve (iii12) in consideration of the surrender on month period following the Date of Termination and any vested options shall continue to be exercisable through the earlier of either (i) the end of the then outstanding options applicable option term or ("Options"ii) granted to the Executive, if any, under the stock option plans later of the Company, or otherwise, for shares first anniversary of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported or thirty (30) days after such option vests in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (ivF) The Company shall also pay to the Executive all legal fees any accrued and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting vested benefits under any employee benefit plans or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)programs.

Severance Benefits. If Subject to the Executive's employment shall be terminated by the Company within three provisions of Section 7.3(a)(ii) and Section 7.3(c), if, prior to (3and not in anticipation of) or more than two (2) years after a Change in Control of (as defined in Section 7.3(d)), the Company, for reasons other than for Termination for Company terminates the Executive’s employment without Cause, Retirement, Death or Disability, or terminated by the Executive terminates his employment for Good Reason within three (3) years after a Change in Control of the CompanyReason, then, subject to the limitations set forth in Subparagraph 5(d) below, then the Executive shall be entitled to the following benefits provided below:(the “Severance Benefits”): (iA) the Company shall pay the Executive the Executive's full base salary through amount of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination, plus ; (5), five years at the rate B) a cash amount equal to the greater sum of (1) one-twelfth (1/12) of the rate in effect on Executive’s Base Salary at the date prior to the Change in Control and the highest rate in effect at any time during the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; twelve (ii) in lieu of any further salary payments to the Executive for periods subsequent 12)-month period prior to the Date of Termination, except as provided and (2) one-twelfth (1/12) of the Executive’s Average Bonus, that total amount being payable in Paragraph 5(deach of the twelve (12) belowmonths following the month in which the Date of Termination occurs; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage, shall pay as severance pay be continued for the twelve (12)-month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(a)(i)(C) may be discontinued prior to the end of the period provided in this Subsection (C) to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (D) key executive outplacement services in accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the Executive, a lump sum severance payment equal to 300% of in lieu thereof, in an average annual amount actually paid determined by the Company or to be equal to the estimated cost of those services); and (E) notwithstanding any parent or subsidiary provisions of any applicable stock option plan and agreement(s) to the contrary, any nonvested stock options granted by the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective as of whether or not such Option is then fully exercisable)the Date of Termination, times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive extent those options were not forfeited under this Subparagraph (iiithe terms of the applicable plan and agreement(s) do not, and shall not be deemed to, materially increase the benefits accruing prior to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect Date of Termination, shall continue to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if vest pursuant to the limitations set forth under Paragraph 5(d) below, vesting schedule applicable to such options during the full amount described under this Subparagraph 5(b)(iii) cannot be paid, twelve (12)-month period following the number Date of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)Termination.

Severance Benefits. (i) If the Executive is subject to termination pursuant to an Involuntary Termination (as defined in Section 7), then in addition to any amounts / benefits owed under Section 4(b), the Company shall pay the Executive's employment shall : (x) an amount equal to 100% of his or her then current annual Base Salary for one year, plus (y) at the discretion of the Compensation Committee, a pro-rated portion of the bonus that the Executive would be terminated entitled to receive under the Company’s Annual Incentive Plan (“Bonus”). The pro-rated Bonus will be calculated by the Company compensation committee by extrapolating the Company’s anticipated full year performance based on the current year performance to date and then multiplying the resulting full year extrapolation a fraction the numerator of which is the number of days during the calendar year the Executive worked in the year of Involuntary Termination up to the termination date and the denominator of which is 365 (the amounts paid under (i) and (ii) constitute the “Severance Payment”). If the Executive is subject to an Involuntary Termination prior to March 31 of any calendar year, and has, therefore, not yet received payment for the prior year under the Annual Incentive Plan, then the Executive will also be entitled to such payment under the Annual Incentive Plan as he would otherwise have been entitled to receive had he remained employed on March 31 of the year of Involuntary Termination. (ii) Further, if and only if the Involuntary Termination occurs within three twelve (312) years after months of a Change in Control of the Company, for reasons other than for Termination for Cause, Retirement, Death or Disability, or terminated by the Executive for Good Reason within three (3) years after a “Change in Control Termination”), then (x) in addition to the Severance Payment, any stock awards, stock options, stock appreciation rights or other equity-based awards (each an “Equity Award”) that were outstanding immediately prior to the effective date of the CompanyChange in Control Termination shall, thenprovided such Equity Awards are assumed by the acquirer in such Change in Control, subject to the limitations extent not then vested, fully vest and become exercisable as of the such date and the Executive shall have the right to exercise any such Equity Award until the earlier to occur of (A) twelve (12) months from the date of the Change in Control Termination and (B) the expiration date of such Equity Award as set forth in Subparagraph 5(dthe agreement evidencing such award; and (y) below, the Executive shall be entitled to the benefits provided below: (i) Bonus in the Company shall pay the Executive the Executive's full base salary through the Date of Termination, plus (5), five years at the rate equal to the greater discretion of the rate in effect on the date prior to the Change in Control and the rate in effect at the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company), less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)Compensation Committee.

Severance Benefits. If Subject to the Executive's employment shall be terminated by ’s compliance with the terms of this Agreement and the restrictive covenants set forth below, and the Executive’s execution and delivery no later than 21 days following the Termination Date, and non-revocation, of a release of claims in favor of the Company within three and its subsidiaries and affiliates and each of their respective officers, employees, directors, shareholders, and agents in the form attached hereto as Exhibit A (3) years after a Change in Control of collectively, the Company“Severance Requirements” and the date on which such release becomes irrevocable, for reasons other than for Termination for Causethe “Release Date”), Retirement, Death or Disability, or terminated by the Company shall provide the Executive for Good Reason within three (3) years after a Change in Control of with the Company, then, subject to the limitations set forth in Subparagraph 5(d) below, the Executive shall be entitled to the benefits provided belowfollowing: (i) An amount in cash equal to $400,000, payable in accordance with the schedule set forth in Section 9 of the Employment Agreement; (ii) The actual annual bonus in respect of the 2015 calendar year that the Executive would have earned had the Executive remained employed with the Company shall pay through the Executive time such bonuses are paid, payable at the Executive's full base salary through same time annual bonuses are paid to similarly situated executives of the Company generally; (iii) For the 12-month period following the Date of Termination, plus a payment each month (5), five years at payable no later than the rate end of the month) equal to the greater monthly cost of continued coverage for the rate in effect on the date prior to the Change in Control Executive and the rate in effect at Executive’s spouse and dependents, under the time Notice Consolidated Omnibus Budget Reconciliation Act of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; 1985 (ii“COBRA”) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, except as provided in Paragraph 5(d) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% of an average annual amount actually paid by the Company or any parent or subsidiary Executive under the Company’s group health, dental, and vision plans pursuant to Section 4980B of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company or any parent or subsidiary of the Company)Code, less $100; (iii) in consideration of the surrender on the Date of Termination of the then outstanding options ("Options") granted to the Executive, if any, under the stock option plans of the Company, or otherwise, for shares of common stock of the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash equal to the product of (A) the excess of, (x) in the case of options granted after the date of this Agreement that qualify as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise the Executive would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant be required to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan contribute for such amount as needed by health coverage if the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as were an active employee of the Company; provided the Executive is eligible for and timely elects COBRA continuation coverage; and provided, further, that if such continuation coverage payments, by reason of change in the applicable law, may, in the Company’s reasonable view, result in tax or other penalties on the Company, this Section 1(c)(iii) shall terminate and the parties shall, in good faith, negotiate for a substitute provision that would not result in such tax or other penalties; and (iv) The Company shall also pay Subject to the Executive all legal fees compliance with applicable law and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable permitted by any applicable plan document, for the 12-month period following the Date of Termination, participation in any executive health benefit plan provided by the Company to similarly situated executives of the Company generally to the application of Section 499 of same extent that the Code to any payment or benefit provided hereunder)Executive would be eligible under such plan if the Executive’s employment had not terminated.

Severance Benefits. If Subject to the Executive's employment shall be terminated by the Company within three provisions of Section 7.3(a)(ii) and Section 7.3(c), if, prior to (3and not in anticipation of) or more than two (2) years after a Change in Control of (as defined in Section 7.3(d)), the Company, for reasons other than for Termination for Company terminates the Executive's employment without Cause, Retirement, Death or Disability, or terminated by the Executive terminates his employment for Good Reason within three (3) years after a Change in Control of the CompanyReason, then, subject to the limitations set forth in Subparagraph 5(d) below, then the Executive shall be entitled to the following benefits provided below:(the "Severance Benefits"): (iA) the Company shall pay the Executive the Executive's full base salary through amount of his Accrued Obligations, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination, plus ; (5), five years at the rate B) a cash amount equal to the greater sum of (1) one-twelfth (1/12) of the rate in effect on Executive's Base Salary at the date prior to the Change in Control and the highest rate in effect at any time during the time Notice of Termination is given, plus all other amounts to which the Executive is entitled under any compensation plan of the Company in effect on the date, the payments are due, except as otherwise provided below; twelve (ii) in lieu of any further salary payments to the Executive for periods subsequent 12)-month period prior to the Date of Termination, except as provided in Paragraph 5(dand (2) below, the Company shall pay as severance pay to the Executive a lump sum severance payment equal to 300% one-twelfth (1/12) of an average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered Average Bonus, that total amount being payable in each of the five prior calendar years twelve (or shorter period during 12) months following the month in which the Date of Termination occurs; (C) all welfare benefits, including (to the extent applicable) medical, dental, vision, life and disability benefits pursuant to plans maintained by the Company under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage, shall have been employed be continued for the twelve (12)-month period following the Date of Termination, with such benefits provided to the Executive at no less than the same coverage level as in effect as of the Date of Termination and the Executive shall pay any portion of such cost as was required to be borne by key executives of the Company or any parent or subsidiary generally on the Date of Termination; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.3(a)(i)(C) may be discontinued prior to the end of the Company)period provided in this Subsection (C) to the extent, less $100but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer; (iiiD) key executive outplacement services in consideration of the surrender accordance with Company policies for senior executives as in effect on the Date of Termination (or, at the request of the then outstanding options ("Options") granted to the Executive, if anya lump sum payment in lieu thereof, under the stock option plans of the Company, or otherwise, for shares of common stock of in an amount determined by the Company ("Company Shares"), except as provided in Paragraph 5(d) below, the Executive shall receive an amount in cash to be equal to the product estimated cost of those services); and (AE) notwithstanding any provisions of any applicable stock option plan and agreement(s) to the excess ofcontrary, (x) in the case of options granted after the date of this Agreement that qualify as incentive any nonvested stock options ("ISOs") under Section 422A held by the Executive as of the Internal Revenue Code of 1986, as amended (the "Code"), the closing price on or nearest the Date of Termination of Company Shares as reported in the principal national securities exchange on which the Company's Shares are listed or admitted to trading or, if the Company Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid shall become vested and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Company Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Company Shares selected by the Board of Directors of the Company, and (y) in the case of all other Options, the higher of such closing price or the highest per share price for any Company Shares actually paid in connection with any Change in Control of the Company, over the per share exercise price of each Option held by the Executive (irrespective of whether or not such Option is then fully exercisable), times (B) the number of Company Shares covered by each such Option (irrespective of whether or not such Option is then fully exercisable). The parties hereto acknowledge and agree that the benefits afforded to the Executive under this Subparagraph (iii) do not, and shall not be deemed to, materially increase the benefits accruing to the Executive under any stock option plan under which any such Options are granted. Insofar as the Executive receives full payment under this Subparagraph (iii) with respect to the surrender of all such Options, such Options so surrendered shall be canceled upon the Executive's receipt of such payment. However, if pursuant to the limitations set forth under Paragraph 5(d) below, the full amount described under this Subparagraph 5(b)(iii) cannot be paid, the number of Options which are canceled shall be reduced so that the ratio of the value of the canceled Options to the value of all such Options equals the ratio of the amount payable under this Subparagraph 5(b)(iii) after the application of the limitation described under Paragraph 5(d), to the amount that otherwise would have been paid under this Subparagraph 5(b)(iii) in the absence of such limitations. The Options canceled pursuant to the immediately preceding sentence shall be those Options providing the smallest "excess amounts" as determined under Subparagraph 5(b)(iii)(A). For those Options not surrendered and canceled pursuant to this subparagraph, the Company shall guaranty the Executive's loan for such amount as needed by the Executive to exercise those outstanding Options that may be exercised as they become exercisable by the Executive. Additionally, those stock options not surrendered and canceled as determined in this Subparagraph 5(b)(iii) shall hereinafter become fully exercisable for the remaining term of such stock option grant, regardless whether the Executive continues as an employee of the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 499 of the Code to any payment or benefit provided hereunder)Date of Termination.