Common use of Severance Benefits Clause in Contracts

Severance Benefits. Subject to Section 3.7, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four (24) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Severance Benefits. Subject to Section 3.7, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four (24) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Severance Benefits. Subject If this Agreement and Executive's employment are terminated without Cause pursuant to Section 3.76(B) hereof or if Executive elects to terminate this Agreement for Good Reason pursuant to Section 7(A) hereof, Executive shall receive the Company "Severance Benefits" as provided by this Section. The Severance Benefits shall maintain be payable in full force a single lump sum within ten (10) days following termination of employment and effect, for shall equal the continued benefit greater of the Executive and his dependents for a period terminating on the earlier of: (i) sum of (a) the Executive's base salary for the unexpired Term, and (b) the average of incentive compensation paid to the Executive for the two (2) years prior to the date of termination multiplied by a fraction, the numerator of which is the number of months remaining from the date of termination to the end of the Term and the denominator of which is twelve (12), and (ii) the sum of (x) Executive's base salary for a twenty-four (24) months after month period as in effect on the Termination Date or date of termination and (iiy) the commencement date average on an annual basis of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which incentive compensation paid to the Executive was entitled to participate immediately for the two years prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions date of such Planstermination. Notwithstanding the foregoingIn addition, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period receive life, disability, accident and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of group health insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive he was obligated to pay receiving immediately prior to his termination of employment until the Termination Date. If, at earlier of the end of the applicable CIC Extended Benefit Periodperiod of eighteen (18) months following his termination of employment or the day on which he becomes eligible to receive any substantially similar continuing health care benefits under any Plan or program of any other employer. If a particular insurance benefit may not be continued for any reason, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange pay Executive the amount necessary to enable the permit Executive to convert his and his dependents’ coverage under purchase the same insurance benefits as were provided by Company, such Plans payment to individual policies or programs upon be made to Executive in a single lump sum. The benefits provided pursuant to this Section shall be provided on substantially the same terms and conditions as employees of they were provided prior to the Company may apply for such conversions upon termination of employment, except that the full cost of such benefits shall be paid by the Company. The severance benefits required Executive's right to be provided by receive continued coverage under the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive Company's group health plans pursuant to Section 3.3(c)(ii) hereof601 et seq. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the Employee Retirement Income Security Act of 1974, as it may be amended or replaced from time to time, shall commence following the expiration of his right to receive continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject Agreement. Executive shall have no duty to Section 409A shall be subject mitigate damages in order to receive the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect by this Section. If Company terminates the expenses eligible Agreement and Executive's employment for reimbursement Cause, or the amount of in-kind benefits provided in any other taxable year (except with respect if Executive voluntarily terminates this Agreement and Executive's employment without Good Reason prior to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after Term, no Severance Benefits shall be paid to Executive. No Severance Benefits are payable in the year event of Executive's death or disability while in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitactive employ of Company.

Severance Benefits. Subject to Section 3.7, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four eighteen (2418) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Severance Benefits. Subject If during the Initial Term or any Renewal Term, this Agreement and Executive’s employment are terminated without Cause by Rural/Metro pursuant to Section 3.7, paragraph 6B prior to the Company shall maintain in full force and effect, for the continued benefit last day of the Initial Term or any Renewal Term, or if Executive and elects to terminate this Agreement for Good Reason pursuant to paragraph 7A, Executive shall receive the “Severance Benefits” provided by this paragraph. To the extent provided in paragraph 5, Executive also shall receive the Severance Benefits if this Agreement is not renewed. In addition, Executive also shall receive the Severance Benefits if his dependents employment is terminated due to Disability pursuant to paragraph 8. The Severance Benefits shall begin immediately following the effective date of termination of employment and, except as otherwise provided herein, will continue to be payable for a period terminating on the earlier of: (i) of twenty-four (24) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer thereafter (the “CIC Extended Benefit Severance Period”). Executive’s Severance Benefits shall consist of the continuation of Executive’s then Base Salary for the duration of the Severance Period, all insured and self insured medicalwhich shall be paid in lieu of any payments otherwise due for accrued sick leave, dentalvacation time, visionetc. The Severance Benefits also shall consist of the continuation of any health, disability and life life, disability, or other insurance employee welfare benefit plans in which the benefits that Executive was entitled receiving as of his last day of active employment for the duration of the Severance Period. If a particular insurance benefit may not be continued for any reason, Rural/Metro shall pay a “Benefit Allowance” to participate immediately prior Executive. The “Benefit Allowance” will equal 145% of the cost to Rural/Metro of providing the Termination Dateunavailable insurance benefit to a similarly situated employee. The Benefit Allowance shall be paid on a monthly basis or in a single lump sum. The cost of providing the unavailable benefit to a similarly situated employee and whether the Benefit Allowance will be paid in monthly installments or in a lump sum will be determined by Rural/Metro in the exercise of its discretion. In addition, any stock options that are vested on the effective date of the termination of employment, but have not yet been exercised, shall remain fully vested and exercisable until ninety days after the last day of the Severance Period; provided provided, however, that if the Executive’s continued participation is not barred under exercise period relating to an incentive stock option granted in compliance with Section 422 of the general terms and provisions Internal Revenue Code would be exceeded by application of such Plans. Notwithstanding the foregoing, then the incentive stock option shall be considered to be a non-qualified stock option. If Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive voluntarily terminates this Agreement and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately employment without Good Reason prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received Initial Term or is not receiving equivalent benefits from a new employerany Renewal Term, or is not otherwise receiving such benefitsif Rural/Metro terminates the Agreement and Executive’s employment for Cause, no Severance Benefits shall be paid to Executive. No Severance Benefits are payable in the Company event of Executive’s death while in the active employ of Rural/Metro. Severance Benefits shall arrange to enable the immediately cease if Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees commits a material violation of any of the Company may apply for such conversions upon termination terms of employmentthis Agreement relating to confidentiality and non-disclosure, as set forth in paragraph 11, or the Covenant-Not-To-Compete, as set forth in paragraph 12. Only material violations will result in the loss of Severance Benefits. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result payment of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits Severance Benefits shall not be subject affected by whether Executive seeks or obtains other employment. Executive shall have no obligation to liquidation seek or exchange for another benefitobtain other employment and Executive’s Severance Benefits shall not be impacted by Executive’s failure to “mitigate.” In order to receive the Severance Benefits, Executive must execute any release reasonably requested by Rural/Metro of claims that Executive may have in connection with his employment with Rural/Metro.

Severance Benefits. (a) If, during the Term, ProAssurance terminates the employment of Executive for any reason other than Cause, death, Disability or Retirement, or if Executive terminates his employment with ProAssurance for Good Reason, or if this Agreement is automatically terminated upon a Change of Control (as provided in Section 8.2 hereof), and the Executive signs the release form that is attached to this Agreement as Exhibit C (the "Release"), the Executive shall receive an amount equal to a sum of the amounts payable as Base Salary from the Date of Termination to the end of the Term at the then current rate (the "Severance Benefits"). Subject to Section 3.7the delivery of the executed Release by Executive, the Company Severance Benefits shall maintain be paid in full force and effect, for cash or good funds in equal monthly installments during the continued benefit period that the covenant set forth in Section 6.1 shall be in effect commencing on the first day of the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four (24) months calendar month that occurs 30 days after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination DateTermination; provided that the Executive’s continued participation is not barred obligation of ProAssurance to pay such Severance Benefits to the Executive shall be subject to termination under the general terms and provisions of Section 6.2 hereof in the event Executive should violate the covenant set forth therein; and provided further that the payment of such PlansSeverance Benefits shall be payable in lump sum by ProAssurance on termination of this Agreement upon a Change of Control. ProAssurance shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. Notwithstanding the foregoing, the payment schedule for Severance Benefits may be modified or adjusted if the Executive shall continue to participate in such Plans during is a "specified employee" within the CIC Extended Benefit Period only meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, to the extent that necessary to comply with such Plans remain Section and the regulations thereunder, but in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder aggregate amount of the Severance Benefits be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued such modification or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitadjustment.

Severance Benefits. Subject (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to Section 3.7eighteen (18) months of his or her base salary, at the rate in effect as of the Termination Date (the “Salary Payment”), (ii) if the termination occurs prior to the payment of an annual cash incentive award from the prior completed year, the Company shall maintain in full force and effect, for will pay the continued benefit Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four (24) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer Company (the “CIC Extended Benefit PeriodPrior Year Bonus Payment”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which (iii) the Company will pay the Executive was entitled to participate immediately a pro rata amount of the Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage of the year worked prior to the Termination Date; termination) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year, multiplied by 1.5 (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive’s Executive timely elects continued participation is not barred under medical coverage pursuant to Part 6 of Subtitle B of Title I of the general terms and provisions Employee Retirement Income Security Act of such Plans. Notwithstanding the foregoing1974, as amended, the Company will permit the Executive shall to continue to participate in such Plans during the CIC Extended Benefit Period only its group medical plan for a period of up to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto eighteen (18) months following the Termination Date. In , subject to earlier termination if the event that the Executive’s participation Executive becomes eligible to participate in any such Plan is barred by its terms, a group medical plan of another employer other than the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis’s group medical plan, at the same rate which that the Executive was obligated would be required to pay immediately prior to contribute toward such coverage if he or she were actively employed (the Termination Date. If“COBRA Coverage”), at and (vi) the end of Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in the applicable CIC Extended Benefit Periodpharmaceutical industry, as determined by the Compensation Committee in its discretion (the “Outplacement Assistance”, collectively with the Salary Payment, the Executive has not previously received or is not receiving equivalent benefits from a new employerAggregate Bonus Payment, or is not otherwise receiving such benefitsand the COBRA Coverage, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code“Cash Severance Benefits”); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Severance Benefits. Subject Notwithstanding any provision herein to Section 3.7the contrary, the payment of any amount or provision of any benefit pursuant to subsection (d) or (f) of this Section 5 (other than Accrued Obligations) (collectively, the “Severance Benefits”) shall be conditioned on Executive’s execution, delivery to the Company, and non-revocation of a release of claims (the “Release of Claims”), in a form substantially as attached hereto as Exhibit A to the Company shall maintain in full force and effect, for the continued benefit favor of the Company, Alleghany and each of their Subsidiaries and Affiliates (collectively, the “Company Group”) (and the expiration of any revocation period contained in such release of claims) within sixty (60) days following the Date of Termination. If Executive and his dependents for a fails to execute the Release of Claims in such timely manner so as to permit any revocation period terminating on to expire prior to the earlier of: end of such sixty (60) day period, or timely revokes Executive’s acceptance of such release following its execution, Executive shall not be entitled to any of the Severance Benefits. Further, (i) twenty-four (24) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives any of the Company from time to time during the CIC Extended Benefit Period and subject to the terms Severance Benefits constitutes “nonqualified deferred compensation” for purposes of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit Section 409A of the Executive and his dependents individual policies Code, any payment of insurance providing benefits substantially similar (on an after-tax basis) any amount or provision or benefit otherwise scheduled to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately occur prior to the sixtieth (60th) day following Executive’s Date of Termination Date. Ifhereunder, at but for the end condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day and (ii) to the extent that any of the applicable CIC Extended Benefit Period, the Executive has Severance Benefits do not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees constitute “nonqualified deferred compensation” for purposes of Section 409A of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition toCode, any severance benefits required payment of any amount or provision of any benefit otherwise scheduled to occur following Executive’s Date of Termination hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date the Release of Claims is timely executed and the applicable revocation period has ended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject according to the following conditions: (i) applicable schedule set forth herein. For the expenses eligible for reimbursement avoidance of doubt, in the event of a termination due to Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on Executive’s behalf by Executive’s estate or a Person having legal power of attorney over Executive’s affairs. Executive acknowledges and agrees that all Severance Benefits shall immediately cease should Executive materially breach his obligations under Section 8 of this Employment Agreement or the amount Release of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitClaims.

Severance Benefits. Subject Should either (1) the Company elect, to terminate Hattori's employment other than for "cause" (as such term is defined in Section 3.71 of the Amendment to Incentive Stock Option Agreements between the Company and Hattori dated February 11, 2000), or (2) Hattori elect to resign his employment for any reason, then such party shall provide the other party with a minimum of thirty (30) days written notice of termination ("Notice Of Termination"). The Company may provide Hattori a Notice Of Termination at any time. Hattori agrees that he shall not provide the Company with a Notice Of Termination any earlier than (a) September 1, 2000, except with the Company's written consent; or (b) the arrival of a successor or replacement for Hattori. Should either the Company or Hattori provide a Notice Of Termination to the other party as required above, the Company shall maintain continue to pay Hattori his base salary and provide the other employment benefits currently provided to Hattori for a period (the "Separation Period") beginning on the earliest effective date of any such Notice Of Termination (the "Separation Date") and ending nine months after the Separation Date, and Hattori shall become vested in such portion of the stock options granted to him (the "Existing Options") pursuant to the Company's 1999 Equity Incentive Plan (the "Option Plan") as would have vested in due course had his employment terminated one year after the Separation Date. The Existing Options shall remain in full force and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four (24) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plansthe Plan and the related stock option agreement evidencing the Existing Options, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement termination thereof following termination of medical expenses under Section 105(b) Hattori's employment. All shares issuable upon exercise of the Code); (ii) the reimbursement of an eligible expense Existing Options shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be only he subject to liquidation such "lock up" provisions as are or exchange for another benefitmay from time to time be applicable to or executed by other officers and/or similarly situated participants in the Company's stock option plan.

Severance Benefits. Subject to Section 3.7In the event that the Company terminates Executive's employment without "Cause" (as defined below), the Company shall maintain agrees to pay to Executive severance payments in full force and effectan amount equal to the sum of twelve (12) months base salary at the rate in effect on the date of the termination of Executive's employment (the "Termination Date"), plus the prorated portion of Executive's "Average Bonus" (an amount equal to the average of the performance bonus payments received by the Executive for the continued benefit three most recent Fiscal Years (or such fewer number of fiscal years during which Executive was employed)), multiplied by the product of the number of days during the Performance Period that Executive was employed, divided by 365) ("Severance Benefits"). The Severance Benefits shall be payable in a lump sum on the first payroll date after the satisfaction of the conditions set forth in Section 4 below. All withholding taxes and his dependents for other deductions that the Company is required by law to make from wage payments to employees will be made from such severance payments. If Executive's employment terminates as a result of death or disability, such termination shall not be considered a termination without "Cause" that will entitle Executive to any severance payment. If Executive makes an election to continue Executive's coverage under the Company's group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during the period terminating beginning on the Termination Date and ending on the earlier of: of (i) twenty-four (24) months after the twelve month anniversary of the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”)upon which Executive becomes eligible for comparable coverage under another employer's group health plans, all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in pay premiums with respect to such Plans during the CIC Extended Benefit Period only coverage to the same extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay paying such premiums immediately prior to such termination. Such period shall run concurrently with the Termination Dateperiod of Executive's rights under COBRA. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, If the Company relocates Executive's position to a locale beyond a 50 mile radius from the Company's headquarters at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, it shall arrange to enable the be considered a termination of Executive without "Cause," entitling Executive to convert his resign and his dependents’ coverage under such Plans to individual policies or programs upon receive the same terms as employees of Severance Benefits. Notwithstanding the Company may apply for such conversions upon termination of employment. The severance benefits required following, in order to be provided by eligible to receive the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for Severance Benefits under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: subsection 2(c), (i) Executive shall provide notice to the expenses eligible for reimbursement or Company no more than 90 days after the amount occurrence of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annualsuch relocation, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) such notice states the reimbursement of grounds for such voluntary resignation and an eligible expense shall be made effective date no later earlier than the end of the year 30 days after the year in which such expense was incurred; it is given, and (iii) the right Company has 30 days from the giving of such notice within which to reimbursement cure and, in the event of such cure, such notice shall be of no further force or in-kind benefits effect. In the event a termination without "Cause" occurs within one year after a "Change in Control," in lieu of the Severance Benefits payable under subsection 2(a) or (c), as the case may be, Executive shall not be subject entitled to liquidation or exchange for another benefit.receive a lump sum equal to two (2) times the sum of Executive's twelve (12) months base salary at the rate in effect on the Termination Date plus the Average Bonus. Such amount shall be payable on the first payroll date after the satisfaction of the conditions set forth in Section 4 below. For purposes of this Agreement, the following terms are defined as follows:

Severance Benefits. Subject to Section 3.7, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four three (243) months years after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “"CIC Extended Benefit Period”"), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s 's continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s 's participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. Notwithstanding the foregoing, if the provision of self-insured health coverage (if any) during the third year after the Termination Date is deemed to be deferred compensation under Section 409A of the Code, the Company shall pay the Executive an amount equal to Eleven Thousand Five Hundred Seventy Two Dollars ($11,572.00) in lieu of such obligation. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ ' coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s 's obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Severance Benefits. Subject In exchange for the general release of claims and other good and valuable consideration, and pursuant to Section 3.7the Employment Agreement, the Company shall maintain in full force agrees to pay and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier ofprovide to Executive: (i) twenty-four a total sum of $325,000, which represents twelve (2412) months after of Executive’s base salary as of the Termination Date or Separation Date, and (ii) if Executive elects to continue Executive’s health, dental, and/or vision insurance coverage under the commencement Consolidated Omnibus Budget Reconciliation Act (COBRA), cash payments equal to the difference between Executive’s COBRA continuation coverage premiums and the amount of premiums paid by similarly situated active employees of the Company under the Company’s health, dental, and/or vision insurance plans until the earlier of twelve (12) months following the Separation Date or the date of equivalent Executive is eligible to receive coverage and benefits from a new employer (collectively referred to as the “CIC Extended Benefit PeriodBase Severance Pay”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans . The Base Severance Pay shall be paid in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and twelve equal installments (subject to the terms of such Plansapplicable withholdings and deductions, including any modifications state and amendments thereto following the Termination Date. In the event that the Executive’s participation federal payroll taxes) in any such Plan is barred by its terms, accordance with the Company’s normal payroll practices, at its sole cost and expensewith the first payment (the “Initial Payment”) being made on the first payroll period (the “Initial Payment Date”) occurring on or after January 1, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar 2017 (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii8(d) hereof. In no event of the Employment Agreement), which Initial Payment shall include the Company’s obligation to provide disability benefits hereunder be reduced as a result amount of any individual disability policy purchased by installments that would have occurred between the Executiveexecution of this Agreement and the Initial Payment Date. Any portion of Executive acknowledges that Executive shall forfeit the continued or replacement welfare benefits coverage provided for under in this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to 3 unless the following conditionsoccurs: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code)Executive executes this Agreement; (ii) the reimbursement of an eligible expense shall be made no later than Revocation Period described in Section 26 below expires prior to the end of the year after the year in which such expense was incurredInitial Payment Date; and (iii) Executive returns all Company property in accordance with Sections 9 and 13 herein prior to the right Initial Payment date. In addition, as further consideration for Executive’s execution of this Agreement, the Company also agrees to reimbursement or in-kind benefits pay Executive a bonus that Executive is entitled to receive under Section 3(b) of the Employment Agreement for 2016 in an amount paid to similarly situated executives and pursuant to the Company’s bonus plan (hereinafter referred to as the “Bonus Severance Pay”). The Bonus Severance Pay, shall not be paid on the first payroll period following approval of the bonus by the Company’s Board of Directors, which shall occur no later than April 15, 2017, provided that Executive has complied, and continues to comply, with Executive’s obligations under this Agreement. The Bonus Severance Pay shall be subject to liquidation applicable withholdings and deductions, including state and federal payroll taxes. Executive acknowledges that the Base Severance Pay and the Bonus Severance Pay are in addition to any compensation Executive has earned from the Company through Executive’s Separation Date and that Executive would not be entitled to either the Base Severance Pay or exchange the Bonus Severance Pay but for another benefitExecutive’s execution of this Agreement.

Severance Benefits. Subject In the event Executive’s employment is terminated (a) by ISECURETRAC without Cause, or (b) by Executive for Good Reason, subject to Section 3.7the conditions stated herein, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier ofISECURETRAC shall: (i) twenty-four pay Executive an amount equal to six (246) months after of Executive’s salary in accordance with the Termination Date or Company’s standard payroll procedures, minus all applicable taxes, withholding and lawful deductions, plus any accrued vacation; and (ii) Executive shall be eligible to elect continued group health coverage for himself and his eligible dependents under the commencement date Consolidated Omnibus Budget Reconciliation Act of equivalent benefits from a new employer 1985 (the “CIC Extended Benefit PeriodCOBRA”). If Executive chooses such continuation health insurance coverage, all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive will only pay such portion of insurance premiums as he was entitled to participate paying immediately prior to termination of employment and the Termination Date; provided that Company will subsidize the remaining costs which are normally the responsibility of the former employee through the earlier of six (6) months from the date employment is terminated or until the Executive is eligible to obtain insurance through another employer. Thereafter, Executive shall be solely responsible for paying the premiums for COBRA continuation coverage. Any severance benefits payable hereunder (or under Section 2.12 shall be reduced by any long-term disability benefits received by Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the CompanyISECURETRAC’s obligation to provide disability the severance benefits hereunder be reduced is expressly conditioned upon the Executive’s ongoing compliance with the Confidentiality and Non-Solicitation provisions of this Agreement, and upon Executive’s execution of a release of all claims against ISECURETRAC, including, but not limited to those related to his employment and/or termination (other than obligations owed under this subsection and/or claims related solely to Executive’s status as a result of any individual disability policy purchased by shareholder.) Executive agrees that severance benefits as provided herein shall be the Executive. Any portion sole consideration to which he is entitled in the event of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount termination of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annualhis employment without Cause, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall that severance will not be subject paid in the event of termination with Cause or resignation without Good Reason, and Executive expressly waives and relinquishes any claim to liquidation other or exchange for another benefitfurther consideration.

Severance Benefits. Subject When Paragraph 8(b) above is applicable, and subject to Section 3.7the limitations of Paragraph 8(d) below, the Company shall maintain in full force and effectRailway, for the continued benefit period from the date of termination of employment or similar employment, whichever is later, through the Executive and his dependents end of three (3) years following the Change of Ownership, or for a period terminating on of one (1) year, whichever period is longer, (A) shall pay to Executive as severance pay a monthly amount equal to one-twelfth (1/12th) of the earlier of: annual base salary referenced in Paragraph 2(a) above, at the rate in effect immediately prior to the Change of Ownership and, (iB) twenty-four shall reimburse Executive for the cost (24including state and federal income taxes payable with respect to this reimbursement) months after of continuing the Termination Date health insurance coverage provided pursuant to this Agreement or obtaining health insurance coverage comparable to the health insurance provided pursuant to this Agreement, and obtaining coverage comparable to the life insurance provided pursuant to this Agreement, unless Executive is provided comparable health or life insurance coverage in connection with other employment. The foregoing obligations shall continue until the end of the period provided herein notwithstanding the death or disability of Executive during said period (ii) except, in the commencement date event of equivalent death, the obligation to reimburse Executive for the cost of life insurance shall not continue). In addition, notwithstanding the terms of any option agreement dated prior to the execution of this Agreement, upon a termination of Executive's employment other than for cause which entitles Executive to the severance benefits from a new employer (the “CIC Extended Benefit Period”set forth in this Paragraph 8(c), all insured outstanding options held by Executive under any stock option plan of KCSI or its affiliates shall become immediately exercisable, except that no such options shall be exercisable earlier than one year after the date such options were granted. For purposes of the underlying option agreements, all such options shall be deemed to be exercisable immediately prior to such termination of Executive's employment, and self insured medicalthe underlying options agreements hereby are amended to reflect the provisions of this Agreement. If any of Executive s stock options do not become exercisable because Executive s termination of employment occurs within one year of the grant date of the options, dentalRailway immediately shall pay Executive the aggregate difference between the option price of such options and the fair market value of the KCSI stock on the date of termination of Executive s employment (or on the date of the Change of Ownership, vision, disability and life insurance employee welfare benefit plans if KCSI stock no longer exists or is not publicly traded on the date of termination of employment). In the year in which termination of employment occurs, Executive shall be eligible to receive benefits under the Railway Incentive Compensation Plan and the KCSI Executive Plan (if such Plans then are in existence and Executive was entitled to participate immediately prior to termination) in accordance with the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoingplans then applicable, the Executive shall continue to participate and severance pay received in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, year shall arrange to have issued be taken into account for the benefit purpose of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such determining benefits, if any, under the Company shall arrange to enable Railway Incentive Compensation Plan but not under the KCSI Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employmentPlan. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after After the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits termination occurs, Executive shall not be subject entitled to liquidation accrue or exchange receive benefits under the Railway Incentive Compensation Plan with respect to the severance pay provided herein, notwithstanding that benefits under such plan then are still generally available to executive employees of Railway. After termination of employment, Executive shall not be entitled to accrue or receive benefits under any other employee benefit plan or program, except that Executive shall be entitled to participate in the KCSI Profit Sharing Plan, the KCSI Employee Stock Ownership Plan and the KCSI Section 401(k) Plan (if Railway employees then still participate in such plans) in the year of termination of employment only if Executive meets all requirements of such plans for another benefit.participation in such year. (d)

Severance Benefits. Subject If your employment with the Employer is terminated by the Employer without Cause or you resign for Good Reason, you will also become eligible to Section 3.7, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier ofreceive: (i) twenty-four an aggregate amount equal to twelve (2412) months after of your Base Salary (collectively, “Severance Pay”), to be paid in equal installments in accordance with the Termination Date or Employer’s regular payroll cycle and commencing on the first payroll date following the 60th day following your date of termination, and (ii) if you or any of your eligible dependents elect continued coverage under the commencement date of equivalent benefits from a new employer medical plan or plans (the “CIC Extended Benefit Period”), all insured and self insured medical, including any dental, vision, disability and life insurance employee welfare benefit plans in which prescription drug, or similar plan) offered to employees of the Executive was entitled Employer pursuant to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoingCOBRA or any other applicable state law, then, the Executive Employer shall continue pay your COBRA premiums for a twelve (12)-month period (the “Severance COBRA Period”) for the comparable level of coverage as you and your eligible dependents were receiving as of your termination date (collectively, “COBRA Benefits”), in each case subject to participate in such Plans during Required Withholding and to Sections 4.2, 4.4, 12 and 13. To the CIC Extended Benefit Period only extent applicable and to the extent that such Plans remain in effect for other executives of the Company from time permitted by law, any COBRA Benefits provided to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his you and/or your dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu considered part of, and not in addition to, any severance benefits coverage required to be provided to under COBRA. Notwithstanding the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall foregoing, if the CompanyEmployer’s obligation to provide disability benefits hereunder be reduced COBRA Benefits would result in the imposition of excise taxes on the Employer or its Affiliates for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the Employer shall discontinue the COBRA Benefits, shall instead pay to you a result of any individual disability policy purchased by payment equal to the Executive. Any employer portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount premium costs of in-kind health benefits provided in one taxable year shall to you and your dependents for the remainder of the Severance COBRA Period. Severance Pay does not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in entitle you to any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for ongoing benefits from the reimbursement of medical expenses under Section 105(b) Employer and you will not be an employee of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange Employer for another benefitany purpose during any period that you are receiving Severance Pay.

Severance Benefits. Subject a. In consideration of Executive’s promises, covenants and agreements set forth in this Agreement (including but not limited to the covenants regarding Confidentiality, Non‐Competition and Non‐Solicitation), and in accordance with Section 3.75 of the Policy, the Company shall maintain provide Executive with the payments and benefits set forth in full force this Section 3 (collectively, the “Severance Benefits”). Executive acknowledges and effect, Agrees that Executive would not be entitled to the Severance Benefits in the absence of Executive’s acceptance of this Agreement and adherence with its terms. Executive further acknowledges and agrees that Executive shall not be entitled to any Severance Benefits if the Company terminates Executive for Cause (as defined in the continued benefit of Policy) or the Executive and abandons his dependents for a period terminating on the earlier of: (i) twenty-four (24) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately employment prior to the Termination Separation Date; provided . Executive also acknowledges and agrees that if Executive violates any of the Protective Covenants (as defined herein), Executive shall repay to the Company any of the Severance Benefits that Executive has received as of the date of such violation and that the Company thereafter shall have no obligation to provide any Severance Benefits to Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject b. Subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefitsAgreement, the Company shall arrange to enable pay Executive a lump‐sum in the Executive to convert his gross amount of ONE MILLION, FIVE HUNDRED NINETY‐NINE THOUSAND, SIX HUNDRED NINETY DOLLARS AND NO CENTS ($1,599,690.00), less all applicable withholdings and his dependents’ coverage under such Plans to individual policies or programs upon deductions. The Company shall make this payment on the same terms as employees first regularly scheduled Company payday following the latter of the Effective Date of this Agreement or the Subsequent Release Effective Date (as that term is defined in the Subsequent Release). For purposes of this Agreement, “Severance Period” shall mean the eighteen (18)‐ month period immediately following the Separation Date. c. Subject to the terms of this Agreement, the Company may apply for such conversions upon termination of employmentshall pay Executive a lump‐sum cash Welfare Benefit Payment (as defined in the Policy) equal to SEVENTEEN THOUSAND EIGHTY‐EIGHT DOLLARS AND NO CENTS ($17,088.00). The severance benefits required Company shall make this payment on the first regularly scheduled Company payday following the latter of the Effective Date of this Agreement or the Subsequent Release Effective Date. d. Executive currently holds 203,014 shares of restricted stock in the Company (the “Restricted Stock”) issued and outstanding under O&M’s 2018 Stock Incentive Plan (as amended) (the “2018 Stock Plan”). The Restricted Stock shall continue to be vest under the 2018 Stock Plan in accordance with the terms thereof through and until the Separation Date, so long as Executive remains employed in good standing through such date. Executive will receive a pro‐rated amount of his unvested Restricted Stock based on his Separation Date as provided by the Company applicable plan documents and award agreements. Under the applicable plan and award agreements, the restrictions on 173,435 shares will lapse and the remaining shares of the Restricted Stock shall be forfeited, each upon the latter of the Effective Date of this Agreement or the Subsequent Release Effective Date. Performance share awards to Executive under the grant made on May 11, 2020 shall be governed by the applicable plan and performance share award agreement, and Executive shall receive a pro‐rated portion of any restricted stock issued pursuant to such award based on the Separation Date. Executive understands and agrees that all of Executive’s outstanding performance share awards under the grant made on March 1, 2021, shall be forfeited as of the Separation Date in accordance with the applicable performance share award agreement. Executive’s current restricted stock and performance share positions, and the treatment of each under this Agreement, are set forth in Exhibit B – Executive Stock Holdings, which is attached hereto and incorporated herein by this reference. Notwithstanding anything to the Executive pursuant to contrary herein, nothing in this Paragraph (b) Agreement shall be in lieu of, and not in addition to, construed to waive or otherwise alter any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) provisions of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right applicable plan or award agreements pertaining to reimbursement restricted stock or in-kind benefits shall not be subject to liquidation or exchange for another benefit.performance shares awards issued

Severance Benefits. Subject to Section 3.7, If Executive’s employment is terminated by the Company without Cause (as defined below) or upon Executive’s resignation with Good Reason (as defined below), Executive shall maintain be entitled to (i) continue to receive his base salary as in full force and effect immediately prior to such termination, payable in regular installments in accordance with the Company’s normal payroll policies then in effect, and (ii) continue to be eligible to participate in employee benefit programs for senior executive employees (other than bonus and incentive compensation plans), at the continued benefit Company’s cost, to the extent permitted under the terms of such programs and under applicable law, as special severance payments from the Executive and his dependents date of termination for a period terminating on the earlier of: (i) twenty-four (24) of eighteen months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer thereafter (the “CIC Extended Benefit Severance Period”), all insured if and self insured medicalonly if Executive has executed and delivered to the Company the General Release substantially in form and substance as set forth in Exhibit A attached hereto and the General Release has become effective, dentaland only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of Section 2 or 3 hereof and does not apply for unemployment compensation chargeable to the Company or any Subsidiary during the Severance Period. Executive shall not be entitled to any other salary, visioncompensation, disability and life insurance or benefits after termination of his employment, except as specifically provided for in the Company’s employee welfare benefit plans or as otherwise expressly required by applicable law. Unless Executive is terminated by the Company or its successor without Cause in which connection with or within twelve months following a Change of Control (as defined below), the amounts payable pursuant to this Section 1 shall be reduced by the amount of any compensation Executive was entitled receives with respect to participate immediately prior to any other employment during the Termination DateSeverance Period; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue have no duty or obligation to participate in such Plans seek other employment during the CIC Extended Benefit Severance Period only to the extent that such Plans remain in effect for other executives of the Company or otherwise mitigate damages hereunder. Upon request from time to time time, Executive shall furnish the Company with a true and complete certificate specifying any such compensation earned or received by him from any Person other than the Company during the CIC Extended Benefit Period and subject Severance Period. All payments required to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employermade, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance other benefits required to be provided provided, by the Company hereunder to the Executive pursuant to this Paragraph (b) shall be in lieu ofor Executive’s dependents, and not in addition tobeneficiaries, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall estate will be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount withholding of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any such amounts relating to tax and other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall payroll deductions as may be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitrequired by law.

Severance Benefits. Subject The Company will pay to Section 3.7Executive $300,000, which payment shall be made in twelve (12) equal payments of $25,000 each on the 15th day of each calendar month beginning on May 15, 2009 and ending on April 15, 2010. These severance payments shall be subject to withholding for payroll taxes only and no withholding shall be made for federal income taxes. Executive agrees that he will timely pay all federal income taxes owed from his receipt of the severance payments. Executive will defend and indemnify the Company from and against any and all claims, lawsuits, actions, proceedings or the like against the Company for failure to comply with his covenant contained in the immediately preceding sentence (and will bear all costs in connection with such indemnification and defense). At the Company’s option, in its sole and absolute discretion, the Company shall maintain in full force and effect, for the continued benefit can make all or any portion of the severance payments (net of withholding amounts) under this Section 3 by issuing to Executive and his dependents for a period terminating on the earlier of: (i) twenty-four (24) months after the Termination Date or (ii) the commencement date shares of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Dateits common stock valued at $0.06 per share. In the event that Executive revokes this Agreement within the Executive’s participation in any such Plan is barred by its termsseven-day revocation period referred to at the end of this Agreement, the Company, at its sole cost Company and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive any other parties that would otherwise would have been released under Section 6 hereof and Section 7 hereof shall be entitled to set-off against any claims, or judgments in favor of, Executive amounts paid hereunder. In addition, from the date hereof until the earlier to occur of (i) May 5, 2010 and (ii) the date on which Executive becomes eligible to receive under such Plans pursuant to this Paragraph health insurance benefits from another employer on substantially the same or better terms than he is receiving from the Company hereunder (bthe “Coverage Period”). , Executive shall be responsible for making any required contributions entitled to continue to receive the cost of such coverage, on an after-tax basishealth insurance benefits, at the rate same cost to Executive, to which Executive he was obligated to pay entitled and was receiving immediately prior to before the Termination Date. IfIf because of limitations required by third parties or imposed by law, at the end of Executive cannot be provided such health insurance benefits through the applicable CIC Extended Benefit Company's plans during the Coverage Period, then, during the Coverage Period, the Company will instead pay that portion of Executive’s COBRA premiums necessary to keep the costs to Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of they were immediately before the Termination Date. Except as specifically provided in this Agreement, no other amounts will be payable by Company may apply for such conversions upon to Executive resulting from his termination of employment. The severance benefits required In connection with Executive’s agreement to be provided by give the Company the option to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, make all or any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for severance payments (net of withholding amounts) under this Section 3.4(b) which constitutes deferred compensation subject 3 by issuing to Section 409A shall be subject Executive shares of its common stock, the Executive hereby represents and warrants to the following conditionsCompany as follows: (iA) the expenses eligible for reimbursement or Executive is an “accredited investor” as defined in Regulation D promulgated under the amount Securities Act of in-kind benefits provided in one taxable year shall not affect 1933, as amended (the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code“Securities Act”); (iiB) the reimbursement Executive understands that the shares of an eligible expense shall Company common stock that he will receive (the “Severance Shares”) will not be made no later than issued pursuant to a transaction registered under the end of Securities Act and will therefore be “restricted securities” under Rule 144 promulgated under the year after the year in which such expense was incurredSecurities Act (“Rule 144”); and (iiiC) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitExecutive agrees that he will fully comply with Rule 144 in connection with any resale of the Severance Shares by him.

Severance Benefits. Subject When Paragraph 8(b) above is applicable, and subject to Section 3.7the limitations of Paragraph 8(d) below, the Company shall maintain in full force and effectKCSI, for the continued benefit period from the date of termination of employment or similar employment, whichever is later, through the Executive and his dependents end of three (3) years following the Change of Ownership, or for a period terminating on of one (1) year, whichever period is longer, (A) shall pay to Executive as severance pay a monthly amount equal to one-twelfth (1/12th) of the earlier of: annual base salary referenced in Paragraph 2(a) above, at the rate in effect immediately prior to the Change of Ownership and, (iB) twenty-four shall reimburse Executive for the cost (24including state and federal income taxes payable with respect to this reimbursement) months after of continuing the Termination Date health insurance coverage provided pursuant to this Agreement or obtaining health insurance coverage comparable to the health insurance provided pursuant to this Agreement, and obtaining coverage comparable to the life insurance provided pursuant to this Agreement, unless Executive is provided comparable health or life insurance coverage in connection with other employment. The foregoing obligations shall continue until the end of the period provided herein notwithstanding the death or disability of Executive during said period (ii) except, in the commencement date event of equivalent death, the obligation to reimburse Executive for the cost of life insurance shall not continue). In addition, notwithstanding the terms of any option agreement dated prior to the execution of this Agreement, upon a termination of Executive's employment other than for cause which entitles Executive to the severance benefits from a new employer (the “CIC Extended Benefit Period”set forth in this Paragraph 8(c), all insured outstanding options held by Executive under any stock option plan of KCSI or its affiliates shall become immediately exercisable, except that no such options shall be exercisable earlier than one year after the date such options were granted. For purposes of the underlying option agreements, all such options shall be deemed to be exercisable immediately prior to such termination of Executive's employment, and self insured medicalthe underlying options agreements hereby are amended to reflect the provisions of this Agreement. If any of Executive s stock options do not become exercisable because Executive s termination of employment occurs within one year of the grant date of the options, dentalKCSI immediately shall pay Executive the aggregate difference between the option price of such options and the fair market value of the KCSI stock on the date of termination of Executive s employment (or on the date of the Change of Ownership, vision, disability and life insurance employee welfare benefit plans if KCSI stock no longer exists or is not publicly traded on the date of termination of employment). In the year in which termination of employment occurs, Executive shall be eligible to receive benefits under the KCSI Incentive Compensation Plan and the KCSI Executive Plan (if such Plans then are in existence and Executive was entitled to participate immediately prior to termination) in accordance with the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoingplans then applicable, the Executive shall continue to participate and severance pay received in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, year shall arrange to have issued be taken into account for the benefit purpose of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such determining benefits, if any, under the Company shall arrange to enable KCSI Incentive Compensation Plan but not under the KCSI Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employmentPlan. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after After the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits termination occurs, Executive shall not be subject entitled to liquidation accrue or exchange receive benefits under the KCSI Incentive Compensation Plan with respect to the severance pay provided herein, notwithstanding that benefits under such plan then are still generally available to executive employees of KCSI. After termination of employment, Executive shall not be entitled to accrue or receive benefits under any other employee benefit plan or program, except that Executive shall be entitled to participate in the KCSI Profit Sharing Plan, the KCSI Employee Stock Ownership Plan and the KCSI Section 401(k) Plan (if KCSI employees then still participate in such plans) in the year of termination of employment only if Executive meets all requirements of such plans for another benefit.participation in such year. (d)

Severance Benefits. Subject to Section 3.7, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four thirty (2430) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. Notwithstanding the foregoing, if the provision of self-insured health coverage (if any) during the third year after the Termination Date is deemed to be deferred compensation under Section 409A of the Code, the Company shall pay the Executive an amount equal to Eleven Thousand Five Hundred Seventy Two Dollars ($11,572.00) in lieu of such obligation. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Severance Benefits. Subject to Section 3.7, If Executive’s employment is terminated by the Company without Cause (as defined below) or upon Executive’s resignation with Good Reason (as defined below), Executive shall maintain be entitled to (i) continue to receive his base salary as in full force and effect immediately prior to such termination, payable in regular installments in accordance with the Company’s normal payroll policies then in effect, and (ii) continue to be eligible to participate in employee benefit programs for senior executive employees (other than bonus and incentive compensation plans), at the continued benefit Company’s cost, to the extent permitted under the terms of such programs and under applicable law, as special severance payments from the Executive and his dependents date of termination for a period terminating on the earlier of: (i) twenty-four (24) of twelve months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer thereafter (the “CIC Extended Benefit Severance Period”), all insured if and self insured medicalonly if Executive has executed and delivered to the Company the General Release substantially in form and substance as set forth in Exhibit A attached hereto and the General Release has become effective, dentaland only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of Section 2 or 3 hereof and does not apply for unemployment compensation chargeable to the Company or any Subsidiary during the Severance Period. Executive shall not be entitled to any other salary, visioncompensation, disability and life insurance or benefits after termination of his employment, except as specifically provided for in the Company’s employee welfare benefit plans or as otherwise expressly required by applicable law. Unless Executive is terminated by the Company or its successor without Cause in which connection with or within twelve months following a Change of Control (as defined below), the amounts payable pursuant to this Section 1 shall be reduced by the amount of any compensation Executive was entitled receives with respect to participate immediately prior to any other employment during the Termination DateSeverance Period; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue have no duty or obligation to participate in such Plans seek other employment during the CIC Extended Benefit Severance Period only to the extent that such Plans remain in effect for other executives of the Company or otherwise mitigate damages hereunder. Upon request from time to time time, Executive shall furnish the Company with a true and complete certificate specifying any such compensation earned or received by him from any Person other than the Company during the CIC Extended Benefit Period and subject Severance Period. All payments required to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employermade, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance other benefits required to be provided provided, by the Company hereunder to the Executive pursuant to this Paragraph (b) shall be in lieu ofor Executive’s dependents, and not in addition tobeneficiaries, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall estate will be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount withholding of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any such amounts relating to tax and other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall payroll deductions as may be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitrequired by law.

Severance Benefits. Subject The Company will pay to Section 3.7Executive $180,000, which payment shall be made in twelve (12) equal payments of $15,000 each on the 15th day of each calendar month beginning on May 15, 2009 and ending on April 15, 2010. These severance payments shall be subject to withholding for payroll taxes only and no withholding shall be made for federal income taxes. Executive agrees that he will timely pay all federal income taxes owed from his receipt of the severance payments. Executive will defend and indemnify the Company from and against any and all claims, lawsuits, actions, proceedings or the like against the Company for failure to comply with his covenant contained in the immediately preceding sentence (and will bear all costs in connection with such indemnification and defense). At the Company’s option, in its sole and absolute discretion, the Company shall maintain in full force and effect, for the continued benefit can make all or any portion of the severance payments (net of withholding amounts) under this Section 3 by issuing to Executive and his dependents for a period terminating on the earlier of: (i) twenty-four (24) months after the Termination Date or (ii) the commencement date shares of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Dateits common stock valued at $0.06 per share. In the event that Executive revokes this Agreement within the Executive’s participation in any such Plan is barred by its termsseven-day revocation period referred to at the end of this Agreement, the Company, at its sole cost Company and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive any other parties that would otherwise would have been released under Section 6 hereof and Section 7 hereof shall be entitled to set-off against any claims, or judgments in favor of, Executive amounts paid hereunder. In addition, from the date hereof until the earlier to occur of (i) May 5, 2010 and (ii) the date on which Executive becomes eligible to receive under such Plans pursuant to this Paragraph health insurance benefits from another employer on substantially the same or better terms than he is receiving from the Company hereunder (bthe “Coverage Period”). , Executive shall be responsible for making any required contributions entitled to continue to receive the cost of such coverage, on an after-tax basishealth insurance benefits, at the rate same cost to Executive, to which Executive he was obligated to pay entitled and was receiving immediately prior to before the Termination Date. IfIf because of limitations required by third parties or imposed by law, at the end of Executive cannot be provided such health insurance benefits through the applicable CIC Extended Benefit Company's plans during the Coverage Period, then, during the Coverage Period, the Company will instead pay that portion of Executive’s COBRA premiums necessary to keep the costs to Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of they were immediately before the Termination Date. Except as specifically provided in this Agreement, no other amounts will be payable by Company may apply for such conversions upon to Executive resulting from his termination of employment. The severance benefits required In connection with Executive’s agreement to be provided by give the Company the option to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, make all or any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for severance payments (net of withholding amounts) under this Section 3.4(b) which constitutes deferred compensation subject 3 by issuing to Section 409A shall be subject Executive shares of its common stock, the Executive hereby represents and warrants to the following conditionsCompany as follows: (iA) the expenses eligible for reimbursement or Executive is an “accredited investor” as defined in Regulation D promulgated under the amount Securities Act of in-kind benefits provided in one taxable year shall not affect 1933, as amended (the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code“Securities Act”); (iiB) the reimbursement Executive understands that the shares of an eligible expense shall Company common stock that he will receive (the “Severance Shares”) will not be made no later than issued pursuant to a transaction registered under the end of Securities Act and will therefore be “restricted securities” under Rule 144 promulgated under the year after the year in which such expense was incurredSecurities Act (“Rule 144”); and (iiiC) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitExecutive agrees that he will fully comply with Rule 144 in connection with any resale of the Severance Shares by him.

Severance Benefits. Subject to To be eligible for the benefits set forth in Section 3.71(a) during the Interim Period, including the base salary and incentive pay, the Company shall maintain following “Interim Period Conditions” must be satisfied in full force and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four (24) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditionsmaterial respects: (i) the expenses eligible for reimbursement or Executive must enter into, not revoke and comply in all material respects with this Transition Agreement, including without limitation the amount Release of in-kind benefits provided Claims set forth in one taxable year shall not affect Section 8 of this Transition Agreement and the expenses eligible for reimbursement or Executive’s obligations under the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code)NDA; (ii) the reimbursement Executive’s employment must not be terminated by the Company for “cause” (as defined in Section 5 below), including without limitation, by reason of an eligible expense shall be made no later than Executive’s failure to perform her job duties in accordance with this Transition Agreement and in accordance with the end Mimecast Limited Code of Business Conduct and Ethics (including the year after Mimecast Way to the year extent applicable to Executive’s transitioning role), including by providing reasonable assistance in which such expense was incurredtransitioning her role and by sharing and documenting information and processes related to her job duties; and (iii) the right Executive must not resign from employment. To be eligible for the benefits set forth in Section 1(b) during the Transition Period, including the base salary and incentive pay, the Executive must continue to reimbursement or insatisfy each of the Interim Period Conditions through the Transition Period in all material respects (the continued satisfaction of such conditions in all material respects, being referred to as the “Transition Period Conditions”). If the Interim Period Conditions and the Transition Period Conditions have been satisfied in all material respects, and if the Executive desires to receive the benefits set forth in Section 1(c) and Section 4 of this Transition Agreement during the Garden Leave Period, then the Executive shall, between March 24, 2022 and March 31, 2022, execute the Release of Claims attached hereto as Attachment A (the “Follow-kind On Release”) and return it to the Company’s Chief Human Resources Officer; and, conditioned on the execution of the Follow-On Release and such Follow-On Release becoming fully enforceable within eight (8) days of the date of the signing of the Follow-On Release, the Executive shall be entitled to the benefits set forth in Section 1(c) and Section 4 of this Transition Agreement. Except as set forth in this Transition Agreement, the Executive shall not be subject entitled to liquidation or exchange for another benefitreceive any additional benefits, including severance.

Severance Benefits. Subject to Section 3.7If a Change in Control occurs and if the Executive's Termination of Employment occurs within three years after the Change in Control, the Company shall maintain pay to the Executive, within 10 days after such termination, in full force and effect, for the continued cash or equivalent a lump sum severance benefit equal to 150% of the Executive and his dependents for a period terminating Executive's base salary in effect on such termination date (or if the base salary was then greater, on the earlier of: date immediately preceding the date of the Change in Control. The Executive shall also be entitled to the sum of (i) twenty-four (24) months after the Termination Date or (ii1) the commencement Executive's accrued but unpaid base salary through the date of equivalent benefits from a new employer such termination, plus (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that 2) the Executive’s continued participation is not barred under the general terms 's accrued but unpaid vacation pay through such date, plus (3) any other compensation payments or benefits which have accrued and provisions of are payable in connection with such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Datetermination. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefitsaddition, the Company shall arrange provide medical and dental benefits to enable the Executive to convert his (and his the Executive's dependents’ coverage under ) for a period of 12 months following such Plans to individual policies or programs upon termination of employment (after a Change in Control) at the Company's full expense and at the same terms levels of coverage as such benefits are provided to active employees of the Company. The Executive's right to continue medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1995 ("COBRA") shall begin at the expiration of the one-year period described in the foregoing sentence. The Executive has been awarded options to purchase shares of the Company's common stock under the Company's stock option plans (including the Glenayre Technologies, Inc. 1996 Incentive Stock Plan) and may in the future be awarded additional options to purchase shares of the Company's or a successor corporation's common stock under the Glenayre Technologies, Inc. 1996 Incentive Stock Plan or other option plans (collectively, the "Options"), such Options having been granted, or to be granted, for the number of shares and at a price per share specified in the agreements between the Company may apply (or a successor corporation) and the Executive granting the Options. Notwithstanding any terms to the contrary contained in such stock option agreements, upon the Executive's termination of employment for such conversions upon any reason other than "Cause" after a Change in Control, (i) all Options shall become immediately vested in the Executive and (ii) all Options shall become immediately exercisable and shall remain exercisable for a period of 12 months following the date of Executive's termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Severance Benefits. Subject When Paragraph 8(b) above is applicable, and subject to Section 3.7the limitations of Paragraph 8(d) below, the Company shall maintain in full force and effectKCSI, for the continued benefit period from the date of termination of employment or similar employment, whichever is later, through the Executive and his dependents end of three (3) years following the Change of Ownership, or for a period terminating on of one (1) year, whichever period is longer, (A) shall pay to Executive as severance pay a monthly amount equal to one-twelfth (1/12th) of the earlier of: annual base salary referenced in Paragraph 2(a) above, at the rate in effect immediately prior to the Change of Ownership and, (iB) twenty-four shall reimburse Executive for the cost (24including state and federal income taxes payable with respect to this reimbursement) months after of continuing the Termination Date health insurance coverage provided pursuant to this Agreement or obtaining health insurance coverage comparable to the health insurance provided pursuant to this Agreement, and obtaining coverage comparable to the life insurance provided pursuant to this Agreement, unless Executive is provided comparable health or life insurance coverage in connection with other employment. The foregoing obligations shall continue until the end of the period provided herein notwithstanding the death or disability of Executive during said period (ii) except, in the commencement date event of equivalent death, the obligation to reimburse Executive for the cost of life insurance shall not continue). In addition, notwithstanding the terms of any option agreement dated prior to the execution of this Agreement, upon a termination of Executive's employment other than for cause which entitles Executive to the severance benefits from a new employer (the “CIC Extended Benefit Period”set forth in this Paragraph 8(c), all insured outstanding options held by Executive under any stock option plan of KCSI or its affiliates shall become immediately exercisable, except that no such options shall be exercisable earlier than one year after the date such options were granted. For purposes of the underlying option agreements, all such options shall be deemed to be exercisable immediately prior to such termination of Executive's employment, and self insured medicalthe underlying options agreements hereby are amended to reflect the provisions of this Agreement. If any of Executive s stock options do not become exercisable because Executive s termination of employment occurs within one year of the grant date of the options, dentalKCSI immediately shall pay Executive the aggregate difference between the option price of such options and the fair market value of the KCSI stock on the date of termination of Executive's employment (or on the date of the Change of Ownership, vision, disability and life insurance employee welfare benefit plans if KCSI stock no longer exists or is not publicly traded on the date of termination of employment). In the year in which termination of employment occurs, Executive shall be eligible to receive benefits under the KCSI Incentive Compensation Plan and the KCSI Executive Plan (if such Plans then are in existence and Executive was entitled to participate immediately prior to termination) in accordance with the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoingplans then applicable, the Executive shall continue to participate and severance pay received in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, year shall arrange to have issued be taken into account for the benefit purpose of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such determining benefits, if any, under the Company shall arrange to enable KCSI Incentive Compensation Plan but not under the KCSI Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employmentPlan. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after After the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits termination occurs, Executive shall not be subject entitled to liquidation accrue or exchange receive benefits under the KCSI Incentive Compensation Plan with respect to the severance pay provided herein, notwithstanding that benefits under such plan then are still generally available to executive employees of KCSI. After termination of employment, Executive shall not be entitled to accrue or receive benefits under any other employee benefit plan or program, except that Executive shall be entitled to participate in the KCSI Profit Sharing Plan, the KCSI Employee Stock Ownership Plan and the KCSI Section 401(k) Plan (if KCSI employees then still participate in such plans) in the year of termination of employment only if Executive meets all requirements of such plans for another benefit.participation in such year. (d)

Severance Benefits. Subject If your employment with the Employer is terminated by the Employer without Cause or you resign for Good Reason, you will also become eligible to Section 3.7, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier of: receive (i) twenty-four an aggregate amount equal to twelve (2412) months after of your Base Salary (collectively “Severance Pay”), to be paid in equal installments in accordance with the Termination Date or Employer’s regular payroll cycle and commencing on the first payroll date following the 60th day following your date of termination, and (ii) if you or any of your eligible dependents elect continued coverage under the commencement date of equivalent benefits from a new employer medical plan or plans (the “CIC Extended Benefit Period”), all insured and self insured medical, including any dental, vision, disability and life insurance employee welfare benefit plans in which prescription drug, or similar plan) offered to employees of the Executive was entitled Employer pursuant to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoingCOBRA or any other applicable state law, then, the Executive Employer shall continue pay your COBRA premiums for a twelve (12)-month period (the “Severance COBRA Period”) for the comparable level of coverage as you and your eligible dependents were receiving as of your termination date (collectively, “COBRA Benefits”), in each case subject to participate in such Plans during Required Withholding and to Sections 4.2, 4.4, 12 and 13. To the CIC Extended Benefit Period only extent applicable and to the extent that such Plans remain in effect for other executives of the Company from time permitted by law, any COBRA Benefits provided to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his you and/or your dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu considered part of, and not in addition to, any severance benefits coverage required to be provided to under COBRA. Notwithstanding the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall foregoing, if the CompanyEmployer’s obligation to provide disability benefits hereunder be reduced COBRA Benefits would result in the imposition of excise taxes on the Employer or its Affiliates for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the Employer shall discontinue the COBRA Benefits, shall instead pay to you a result of any individual disability policy purchased by payment equal to the Executive. Any employer portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount premium costs of in-kind health benefits provided in one taxable year shall to you and your dependents for the remainder of the Severance COBRA Period. Severance Pay does not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in entitle you to any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for ongoing benefits from the reimbursement of medical expenses under Section 105(b) Employer and you will not be an employee of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange Employer for another benefitany purpose during any period that you are receiving Severance Pay.

Severance Benefits. Subject to Section 3.7, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four three (243) months years after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. Notwithstanding the foregoing, if the provision of self-insured health coverage (if any) during the third year after the Termination Date is deemed to be deferred compensation under Section 409A of the Code, the Company shall pay the Executive an amount equal to Eleven Thousand Five Hundred Seventy-Two Dollars ($11,572.00) in lieu of such obligation. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which 3.4(b)_which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Severance Benefits. Subject to Section 3.7, In the event the Executive's employment hereunder is terminated by the Company shall maintain other than for reasons defined in full force and effectSection 8(a), for the continued benefit of 8(b) or 8(c), or by the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four (24) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Period”reasons defined in Section 8(d), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue be entitled to participate continuation of Base Salary and participation in such the Benefit Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and one year (subject to the terms provisions of Section 9(d) of this Agreement) 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 an additional payment equal to one annual bonus at target for the year in which termination occurred (payable at such Planstimes as the Company in the ordinary course would pay annual bonuses for the year in which the termination occurred and for the year succeeding the year in which the termination occurred or at such later time as necessary to avoid adverse tax consequences to the Executive under section 409A or any successor provision of the Internal Revenue Code of 1986, including any modifications and amendments thereto following the Termination Date. In as amended), provided, however, that in the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies provides services as described in Section 10(a) of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately Agreement prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Periodcalendar year following the year in which any such termination occurs, the Executive has not previously received or is not receiving equivalent benefits from a new employerExecutive's entitlement to continuation of Base Salary and participation in the Benefit Plans (except as otherwise expressly provided in this Agreement) shall cease on the date the provision of such services commences, or is not otherwise receiving such benefits, and the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees amount of the Company may apply for such conversions upon termination of employment. The severance benefits required additional payment to be provided by the Company made to the Executive pursuant to this Paragraph (b) shall be in lieu of, reduced and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: determined by (ia) the expenses eligible for reimbursement or multiplying (x) the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or additional payment by (y) a fraction whose numerator is the amount number of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for days elapsed from the reimbursement of medical expenses under Section 105(b) date of the Code); (ii) Executive's termination of employment to the reimbursement date the provision of an eligible expense shall be made no later than 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 calendar year after following the year in which such expense was incurredtermination occurs; and (iii) provided further that the right to reimbursement or in-kind benefits Executive shall not be subject entitled to liquidation the severance benefits described in the foregoing Section 9(c) unless the Executive executes a release substantially in the form of Exhibit A to this Agreement; and provided also that the severance benefits provided for herein shall be in lieu of any other severance benefits under any Company plan or exchange for another benefitpolicy.

Severance Benefits. Subject to Section 3.7a. If, on or after a Change of Control, the Executive's employment with the Company shall maintain in full force and effectis terminated during the Employment Period by the Company and/or any successor for any reason other than death, for the continued benefit of Total Disability or Cause, or by the Executive and his dependents for within twelve (12) calendar months of a period terminating on the earlier ofConstructive Discharge, Severance Benefits shall be provided as follows: (i) twenty-four The Company shall pay the Executive, in one cash lump sum within sixty (2460) days following the date of termination of employment as determined under Section 6 of this Agreement, an amount equal to 2.99 times (a) the Executive's base salary earned during the twelve (12) months after immediately preceding the Termination Date Change of Control and (b) the three (3) year average of amounts earned under the Company's 1987 Executive Incentive Plan or any successor short-term executive incentive plan for the three (3) years preceding the Change of Control. (ii) Core coverage for the commencement date of equivalent benefits from a new employer (Executive under the “CIC Extended Benefit Period”), all insured and self insured Company's group medical, dentallife, visionaccident and disability plans or programs shall continue for the Severance Period on the same terms and conditions, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that as if the Executive’s continued participation is 's employment had not barred under the general terms and provisions of such Plans. Notwithstanding the foregoing, the Executive shall continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Dateterminated. In the event that the Executive’s 's participation in any such Plan plan or program is barred by its termsbarred, the Company, Company shall arrange at its sole cost and expense, shall arrange expense to have issued for provide him during the benefit of the Executive and his dependents individual policies of insurance providing Severance Period with core benefits substantially similar (on an after-tax basis) to those which the Executive he would otherwise would have been be entitled to receive under such Plans pursuant to this Paragraph plans and programs. (b). Executive iii) The Severance Period shall be responsible count as service for making all purposes (including benefit accrual and eligibility) under any required contributions benefit plan of the Company applicable to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. IfExecutive's termination of employment, at for which service with the end Company is taken into account, including without limitation any pension or supplemental pension plan, and all benefits under such plans that are subject to vesting shall vest as of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving date of such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required In addition, the Executive shall continue to be provided entitled to receive the Retirement Benefit, calculated in accordance with the provisions of Section 4.d of this Agreement, which shall be payable to the Executive in equal monthly payments beginning on the later of July 1, 2002 or the first day of the month immediately following termination of the Executive's employment. (iv) The Company shall pay a fee to an independent outplacement firm selected by the Executive for outplacement services in an amount equal to the actual fee for such services up to a total of $10,000. b. Notwithstanding the provisions of Section 5.a hereof, if, in the opinion of tax counsel selected by the Company's independent auditors, (i) the Severance Benefits set forth in said Section 5.a and any payments or benefits otherwise payable to the Executive would constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), (said Severance Benefits and other payments or benefits being hereinafter collectively referred to as "Total Payments"), and (ii) the aggregate present value of the Total Payments would exceed 2.99 times the Executive's "base amount," as defined in Section 280G(b)(3) of the Code, then, such portion of the Severance Benefits described in Section 5.a hereof as, in the opinion of said tax counsel, constitute "parachute payments" shall be reduced as directed by tax counsel so that the aggregate present value of the Total Payments is equal to 2.99 times the Executive's base amount. The tax counsel selected pursuant to this Section 5.b may consult with tax counsel for the Executive, but shall have complete, sole and final discretion to determine which Severance Benefits shall be reduced and the amounts of the required reductions. For purposes of this Section 5.b, the Executive's base amount and the value of the Total Payments shall be determined by the Company's independent auditors in accordance with the principles of Section 280G of the Code and based upon the advice of tax counsel selected thereby. c. If no Change of Control has occurred and the Executive's employment with the Company is terminated during the Employment Period by the Company to for any reason other than death, Total Disability or Cause, or by the Executive pursuant to this Paragraph within six (b6) calendar months of a Constructive Discharge, Severance Benefits shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditionsfollows: (i) The Company shall pay the expenses eligible for reimbursement or Executive, in twelve (12) equal monthly cash installments beginning not later than sixty (60) days following the amount date of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount termination of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses employment as determined under Section 105(b6 of this Agreement, Severance Benefits equal to one (1) times the Executive's annual base salary in effect on the date immediately preceding the date of termination, or, in the Code); case of a Constructive Discharge attributable to a reduction in the Executive's base salary, one (1) times the Executive's base salary in effect on the date immediately preceding such reduction. (ii) The Executive shall continue to be entitled to receive the reimbursement Retirement Benefit, calculated in accordance with the provisions of an eligible expense Section 4.d of this Agreement, which shall be made no payable to the Executive in equal monthly payments beginning on the later than of July 1, 2002 or the end first day of the year after month immediately following termination of the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitExecutive's employment. 6.

Severance Benefits. Subject When Paragraph 8(b) above is applicable, and subject to Section 3.7the limitations of Paragraph 8(d) below, the Company shall maintain in full force and effectKCSI, for the continued benefit period from the date of termination of employment or similar employment, whichever is later, through the Executive and his dependents end of three (3) years following the Change of Ownership, or for a period terminating on of one (1) year, whichever period is longer, (a) shall pay to Executive as severance pay a monthly amount equal to one-twelfth (1/12th) of the earlier of: annual base salary referenced in Paragraph 2(a) above, at the rate in effect immediately prior to the Change of Ownership and, (ib) twenty-four shall reimburse Executive for the cost (24including state and federal income taxes payable with respect to this reimbursement) months after of continuing the Termination Date health insurance coverage provided pursuant to this Agreement or obtaining health insurance coverage comparable to the health insurance provided pursuant to this Agreement, and obtaining coverage comparable to the life insurance provided pursuant to this Agreement, unless Executive is provided comparable health or life insurance coverage in connection with other employment. The foregoing obligations shall continue until the end of the period provided herein notwithstanding the death or disability of Executive during said period (ii) except, in the commencement date event of equivalent death, the obligation to reimburse Executive for the cost of life insurance shall not continue). In addition, notwithstanding the terms of any option agreement dated prior to the execution of this Agreement, upon a termination of Executive's employment other than for cause which entitles Executive to the severance benefits from a new employer (the “CIC Extended Benefit Period”set forth in this Paragraph 8(c), all insured outstanding options held by Executive under any stock option plan of KCSI or its affiliates shall become immediately exercisable, except that no such options shall be exercisable earlier than one year after the date such options were granted. For purposes of the underlying option agreements, all such options shall be deemed to be exercisable immediately prior to such termination of Executive's employment, and self insured medicalthe underlying options agreements hereby are amended to reflect the provisions of this Agreement. If any of Executive s stock options do not become exercisable because Executive s termination of employment occurs within one year of the grant date of the options, dentalKCSI immediately shall pay Executive the aggregate difference between the option price of such options and the fair market value of the KCSI stock on the date of termination of Executive s employment (or on the date of the Change of Ownership, vision, disability and life insurance employee welfare benefit plans if KCSI stock no longer exists or is not publicly traded on the date of termination of employment). In the year in which termination of employment occurs, Executive shall be eligible to receive benefits under the KCSI Incentive Compensation Plan and the KCSI Executive Plan (if such Plans then are in existence and Executive was entitled to participate immediately prior to termination) in accordance with the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plans. Notwithstanding the foregoingplans then applicable, the Executive shall continue to participate and severance pay received in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, year shall arrange to have issued be taken into account for the benefit purpose of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such determining benefits, if any, under the Company shall arrange to enable KCSI Incentive Compensation Plan but not under the KCSI Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employmentPlan. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after After the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits termination occurs, Executive shall not be subject entitled to liquidation accrue or exchange receive benefits under the KCSI Incentive Compensation Plan with respect to the severance pay provided herein, notwithstanding that benefits under such plan then are still generally available to executive employees of KCSI. After termination of employment, Executive shall not be entitled to accrue or receive benefits under any other employee benefit plan or program, except that Executive shall be entitled to participate in the KCSI Profit Sharing Plan, the KCSI Employee Stock Ownership Plan and the KCSI Section 401(k) Plan (if KCSI employees then still participate in such plans) in the year of termination of employment only if Executive meets all requirements of such plans for another benefitparticipation in such year.

Severance Benefits. Subject (a)If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum of six (6) months of his or her base salary for any period beginning as of the first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment (the “Additional Salary Payment” and together with the Initial Salary Payment, the “Salary Payment”), provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms of the Separation Agreement (as such term is defined in Section 3.74 below), (ii) if the termination occurs prior to the payment of an annual cash incentive award from the prior completed year, the Company shall maintain in full force and effect, for will pay the continued benefit Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Executive and his dependents for a period terminating on the earlier of: (i) twenty-four (24) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer Company (the “CIC Extended Benefit PeriodPrior Year Bonus Payment”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which (iii) the Company will pay the Executive was entitled to participate immediately a pro rata amount of the Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage of the year worked prior to the Termination Date; termination) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive’s Executive timely elects continued participation is not barred under medical coverage pursuant to Part 6 of Subtitle B of Title I of the general terms and provisions Employee Retirement Income Security Act of such Plans. Notwithstanding the foregoing1974, as amended, the Company will permit the Executive shall to continue to participate in such Plans during the CIC Extended Benefit Period only to the extent that such Plans remain in effect its group medical plan for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto twelve (12) months following the Termination Date. In Date (the event that the Executive’s participation in “Initial COBRA Coverage”), plus any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those additional period during which the Executive otherwise would have been entitled is not eligible to receive under such Plans pursuant participate in a group medical plan of another employer other than the Company’s group medical plan, for up to this Paragraph six (b). Executive shall be responsible for making any required contributions to 6) months following the cost first anniversary of such coverage, on an after-tax basisthe Termination Date, at the same rate which that the Executive was obligated would be required to pay immediately prior to contribute toward such coverage if he or she were actively employed (the Termination Date. If“Additional COBRA Coverage”, at and together with the end of the applicable CIC Extended Benefit PeriodInitial COBRA Coverage, the “COBRA Coverage”), and (vi) the Executive has not previously received or is not receiving equivalent benefits from a new employerwill be eligible for outplacement assistance, or is not otherwise receiving such benefitsconsistent with industry standards for similarly situated executive officers in the pharmaceutical industry, as determined by the Compensation Committee in its discretion (the “Outplacement Assistance”, collectively with the Salary Payment, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu ofAggregate Bonus Payment, and not in addition tothe COBRA Coverage, any severance benefits required to the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall if he or she has not secured new, reasonably similar full-time employment following the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitTermination Date.

Severance Benefits. Subject In the event of a Qualifying Separation from Service, an Eligible Employee shall be eligible to elect COBRA continuation benefits pursuant to Section 3.74980B of the Code and Section 601, et. seq. of ERISA (“COBRA”) under the Company’s medical plan (including dependent coverage where applicable) in accordance with the terms of the applicable plan, as such plan may be amended from time to time (the “Severance Benefits”). If the Eligible Employee elects to continue health insurance coverage through COBRA, the Company will continue to provide current coverage (minus the amount of the then-applicable employee contribution portion) during the Severance Pay Period (exclusive of any tax consequences to the recipient(s) on resulting coverage or benefits) as if the Eligible Employee were still an active employee of the Company. The costs of the Company’s portion of any premiums due under this Section 4(b) shall maintain be included in full force the Eligible Employee’s gross income to the extent the provision of such benefits would be deemed to be discriminatory under Section 105(h) of the Code. For the avoidance of doubt, the parties mutually agree any Severance Benefits paid during the Severance Pay Period shall run concurrently with the applicable COBRA continuation period and effect, the Eligible Employee shall be solely responsible for the continued benefit full cost of any heath premiums for the Executive and his dependents for a period terminating on continuation of COBRA coverage which may extend past the earlier of: (i) twenty-four (24) months after the Termination Date or (ii) the commencement date of equivalent benefits from a new employer (the “CIC Extended Benefit Severance Pay Period”), all insured and self insured medical, dental, vision, disability and life insurance employee welfare benefit plans in which the Executive was entitled to participate immediately prior to the Termination Date; provided that the Executive’s continued participation is not barred under the general terms and provisions of such Plansif any. Notwithstanding the foregoing, the Executive Eligible Employee’s Severance Benefits coverage shall continue end on the earliest of (A) the last day of the Severance Pay Period (as defined below), (B) the date of any material breach of the provisions of this Policy by the Eligible Employee, or (C) the date the Eligible Employee first becomes eligible for medical coverage under another plan, program or other arrangement of any type or description, without regard to participate whether the Eligible Employee neglects, refuses or otherwise fails to take any action required for enrollment in such Plans during the CIC Extended Benefit Period only other plan, program or other arrangement. The Eligible Employee shall provide Notice to the extent that such Plans remain Company in effect writing within seven (7) days of becoming eligible for other executives of the Company from time to time during the CIC Extended Benefit Period and subject to the terms of such Plans, including any modifications and amendments thereto following the Termination Date. In the event that the Executive’s participation in any such Plan is barred by its terms, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of the Executive and his dependents individual policies of insurance providing benefits substantially similar (on an after-tax basis) to those which the Executive otherwise would have been entitled to receive under such Plans pursuant to this Paragraph (b). Executive shall be responsible for making any required contributions to the cost of such alternate coverage, on an after-tax basis, at the rate which Executive was obligated to pay immediately prior to the Termination Date. If, at the end of the applicable CIC Extended Benefit Period, the Executive has not previously received or is not receiving equivalent benefits from a new employer, or is not otherwise receiving such benefits, the Company shall arrange to enable the Executive to convert his and his dependents’ coverage under such Plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions upon termination of employment. The severance benefits required to be provided by the Company to the Executive pursuant to this Paragraph (b) shall be in lieu of, and not in addition to, any severance benefits required to be provided to the Executive pursuant to Section 3.3(c)(ii) hereof. In no event shall the Company’s obligation to provide disability benefits hereunder be reduced as a result of any individual disability policy purchased by the Executive. Any portion of the continued or replacement welfare benefits coverage provided for under this Section 3.4(b) which constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.