Common use of Severance Compensation Clause in Contracts

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months following a Change of Control, the Company shall pay to Executive each of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (or Executive’s estate) such portions of Executive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination, and in any event in accordance with applicable law. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Triggering Event occurs within eighteen Good Reason or (18ii) months following a Change of Controlby the Company without Cause, the Company shall pay to Executive each the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months, or for eighteen (18) months if such termination occurs during the twelve (12) month period following a Corporate Change (the “Protected Period”), following Executive’s termination of employment (as applicable, the following as “Severance CompensationPeriod”:). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and, to the extent applicable, nonrevocation of a standard separation and general release of claims agreement, substantially in the form attached hereto as Exhibit A (the “Release”), which Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s termination of employment. The severance benefits shall be paid or commence, as applicable, on the first payroll period following the date the Release becomes effective (the “Payment Date”). Notwithstanding the foregoing, if the 60th day following Executive’s termination occurs in the calendar year following the date on which Executive’s employment terminates, then the Payment Date shall be no earlier than January 1 of such subsequent calendar year. (i) An amount equal The Company shall continue to 110% of pay Executive his base salary for the Severance Period in accordance with the Company’s payroll practice, beginning on the Payment Date. Notwithstanding the foregoing, if Executive’s Base Salary termination of employment occurs during the Protected Period, the Company shall pay Executive his base salary for the Severance Period in place at a lump sum on the time of the Triggering Event, payable as specified below; andPayment Date. (ii) An Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, the Company shall pay Executive an amount equal to one and one-half times his target annual bonus, described in Section 3(b) hereof, for the average year in which the termination of employment occurs, which total amount shall be payable in a lump sum on the Payment Date. (iii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, one hundred percent (100%) of Executive’s bonuses paid over outstanding unvested equity awards granted under the previous two fiscal years from the Triggering Event, payable as specified belowCompany’s equity and long-term incentive plan(s) prior to his termination shall vest immediately. (biv) Payment The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement premium as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, commencing with the first payroll date following the date on which the General Release is executed and delivered subject to applicable law and the expiration terms of all revocation periods in the General Release (the “Release Effective Date”)respective policies; provided thatthat the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)COBRA) required by Federal law. (dc) All Severance Compensation payments are subject to In the usual taxes, payroll deductions and withholdings and shall be mailed to event that Executive’s last known residential address. It employment hereunder is Executive’s obligation to keep the Company informed as to any changes to such address. terminated (ei) by Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering EventGood Reason, or (ii) by the Company for Cause, or (iii) as a result of Executive’s death or Disability, then the Company will pay to Executive the Accrued Obligations. The Company shall have no obligation to pay Executive (or Executive’s estate) any other compensation following such termination except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawin Section 4(a).

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change in Control, (x) the Company shall terminate the Executive’s employment during the Period of ControlEmployment other than pursuant to Subsection 4(a) hereof, or (y) the Executive shall terminate the Executive’s employment during the Period of Employment pursuant to Subsection 4(b) hereof, or (z) the Executive dies during the Period of Employment, the Company shall pay to the Executive each (or the Executive’s estate, as applicable) the amount specified in Subsection 5(a)(i) hereof within five business days after the date (the “Termination Date”) that the Executive’s employment is terminated (the effective date of which shall be the following as “Severance Compensation”:date of termination or death, or such other date that may be specified by the Executive if the termination is pursuant to Subsection 4(b) hereof): (i) An In lieu of any further payments under Subsection 3(a) to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Subsection 5(b) hereof, a lump sum payment in an amount equal to 110% a multiple of two (2) times the Executive’s Base Salary Pay (at the highest rate in place effect during the Term prior to the Termination Date). (ii) (A) For the remainder of the Period of Employment the Company shall arrange to provide the Executive with Employee Benefits identical to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay to the Executive and/or the Executive’s dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company’s retirement income, supplemental executive retirement and other benefit plans applicable to the Executive and/or the Executive’s dependents and beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Subsection 5(a)(ii) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive’s Termination Date until the expiration of the Period of Employment. (iii) In addition to all other compensation due to the Executive hereunder, the following shall occur immediately prior to the occurrence of a Change in Control: (A) all Company stock options held by the Executive prior to a Change in Control shall become exercisable, regardless of whether or not the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (B) all restrictions on any restricted securities granted by the Company to the Executive prior to a Change in Control shall be removed and the securities shall become fully vested and freely transferable, regardless of whether the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (C) the Executive shall have an immediate right to receive all performance shares or bonuses granted prior to a Change in Control, and such performance shares and bonuses shall become fully vested and freely transferable or payable without restrictions, regardless of whether or not specific performance goals set forth in the relevant agreements shall have been attained; and (D) all performance units granted to the Executive prior to a Change in Control shall become immediately payable in cash or Common Stock, at the Executive’s sole option, regardless of whether or not the relevant performance cycle has been completed, and regardless of whether any other terms and conditions of the relevant agreements shall have been satisfied in full; provided, that if the terms of any plan or agreement providing for such options, restricted securities, performance shares or bonuses, or performance units do not allow such acceleration or payment as described above, the Company shall take or cause to be taken any action required to allow such acceleration or payment or to separately pay the value of such benefits. (b) (i) Anything in this Agreement to the contrary notwithstanding, in the event a public accounting firm selected by the Executive (the “Accounting Firm”) shall determine that any payment, benefit, or distribution by the Company to the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Subsection 5(b) (a “Payment”) is subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall pay to the Executive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (ii) Subject to the provisions of Subsection 5(b)(iii), all determinations required to be made under this Subsection 5(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm which shall provide detailed supporting calculations both to the Company and the Executive as soon as possible following a request made by the Executive or the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 5(b), shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Triggering Eventinitial determination by the Accounting Firm hereunder, payable as specified below; and it is possible that Gross-Up Payments which will not have been made by the Company should have been made (ii“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Subsection 5(b)(iii) An and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount equal of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the average benefit of the Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (biii) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of The Executive shall notify the Company in a form satisfactory to writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and its counsel, which generally and unconditionally releases from all claims shall set forth in reasonable detail the Company and its directors, officers, employees, insurers, and other affiliates (of the “General Release”) nature of such claim and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may date on which such claim is requested to be made and entered into by and between the paid. The Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay such claim prior to the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse expiration of the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty ten (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a 10)-day period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is executed and delivered and due). If the Company notifies the Executive in writing prior to the expiration of all revocation periods in such period that it desires to contest such claim, the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs).Executive shall: (dA) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep give the Company informed as to any changes information reasonably requested by the Company relating to such address. claim, (eB) Executive take such action in connection with contesting such claim as the Company shall not be entitled reasonably request in writing from time to any other salarytime, bonusesincluding, employee benefits or other compensation after termination of his employment for reason other than a Triggering Eventwithout limitation, except as otherwise specifically provided for under accepting legal representation with respect to such claim by an Employment Agreement, attorney selected by the Company’s employee benefit plans or as otherwise expressly required by applicable law., (C) cooperate with the Company in good faith to effectively contest such claim, and

Severance Compensation. (a) If Severance Compensation in the Event of a Triggering Event occurs within eighteen (18) months following Termination Upon a ----------------------------------------------------------- Change in Control. In the event Officer's employment is terminated in a ----------------- Termination Upon a Change in Control within the two (2) year period immediately following the date of a Change in Control, Officer shall be entitled to the Company shall pay to Executive each of the following as “Severance Compensation”benefits provided below: (i) An Corporation shall pay to Officer (A) Officer's full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, at the time specified in Section 5(a)(viii), (B) the unpaid portion, if any, of any annual bonus, plus an amount equal to 110% Officer's annual bonus, pro rated from January 1 of Executive’s Base Salary in place the termination year through the Date of Termination, and (C) all other amounts to which Officer is entitled under any compensation plan of Corporation at the time of the Triggering Event, payable as specified below; andsuch payments are due; (ii) An In lieu of any further salary payments to Officer for periods subsequent to the Date of Termination, Corporation shall pay as severance pay to Officer, at the time specified in Section 5(a)(viii), a lump sum severance payment (together with the payments provided in Sections 5(a)(iii) and (iv) below, the "Severance Payments") equal to the sum of three (3) times Officer's annual base salary as in effect as of the Date of Termination or immediately prior to the Change in Control, whichever is greater, and three (3) times Officer's targeted annual bonus as in effect as of the Date of Termination or the highest annual bonus received by Officer in the three (3) years immediately prior to the Change in Control, whichever is greater; (iii) For a period of three (3) years, Corporation shall continue to provide Officer and Officer's eligible family members, based on the cost sharing arrangement between Officer and Corporation on the date of the Change in Control, with medical and dental health benefits at least equal to those which would have been provided to Officer and them if Officer's employment had not been terminated or, if more favorable to Officer, as in effect generally at any time thereafter, provided, however, that if Officer become re-employed with another employer and are eligible to receive medical and dental health benefits under another employer's plans, Corporation's obligations under this Section 5(a)(iii) shall be reduced to the extent comparable benefits are actually received by Officer during the twelve (12) month period following Officer's termination, and any such benefits actually received by Officer shall be reported to Corporation. In the event Officer are ineligible under the terms of such benefit plans or programs to continue to be so covered, in such event, Corporation shall provide Officer with substantially equivalent coverage through other sources or will provide Officer with a lump sum payment in such amount that, after all taxes on that amount, shall be equal to the cost to Officer of providing Officer such benefit coverage. At the termination of the benefits coverage under the second preceding sentence, Officer, Officer's spouse and Officer's dependents shall be entitled to continuation coverage pursuant to section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if Officer had terminated employment with Corporation on the date such benefits coverage terminates. The lump sum shall be determined on a present value basis using the interest rate provided in section 1274(b)(2)(B) of the Code on the Date of Termination. (iv) Officer shall be fully vested in Officer's accrued benefits under any qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plans maintained by Corporation for Officer's benefit, except to that the extent the acceleration of vesting of such benefits would violate any applicable law or require Corporation to accelerate the vesting of the accrued benefits of all participants in such plan or plans, in which case Corporation may elect to pay Officer a lump sum payment at the time specified in Section 5(a)(viii) in an amount equal to the average value of Executive’s bonuses paid over such unvested accrued benefits in lieu of accelerating the previous two fiscal vesting of Officer's benefits, plus Corporation shall pay Officer an amount equal to the amount Corporation would have contributed to Officer's account under Corporation's 401(k) plan as a matching contribution had Officer remained employed by Corporation for three (3) years from after Officer's Date of Termination and had Officer made the Triggering Event, payable as specified belowmaximum elected deferral contributions. (bv) Payment Corporation shall furnish Officer for six (6) years following the Date of Termination (without reference to whether the term of this Agreement continues in effect) with directors' and officers' liability insurance insuring Officer against insurable events which occur or have occurred while Officer were a director or officer of Corporation, such insurance to have policy limits aggregating not less than the amount in effect immediately prior to the Change in Control, and otherwise to be in substantially the same form and to contain substantially the same terms, conditions and exceptions as the liability issuance policies provided for officers and directors of Corporation in force from time to time, provided, however, that such terms, conditions and exceptions shall not be, in the aggregate, materially less favorable to Officer than those in effect on the Effective Date; provided, further, that if the aggregate annual premiums for such insurance at any time during such period exceed one hundred and fifty percent (150%) of the Severance Compensation is contingent upon: per annum rate of premium currently paid by Corporation for such insurance, then Corporation shall provide the maximum coverage that will then be available at an annual premium equal to one hundred and fifty percent (i150%) Executive’s executing of such rate; (vi) In any situation where under applicable law Corporation has the power to indemnify (or advance expenses to) Officer in respect of any judgments, fines, settlements, loss, cost or expense (including attorneys' fees) of any nature related to or arising out of Officer's activities as an agent, employee, officer or director of Corporation or in any other capacity on behalf of or at the request of Corporation, Corporation shall promptly on written request, indemnify (and delivering advance expenses to) Officer to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenantsfullest extent permitted by applicable law, including but not limited toto making such findings and determinations and taking any and all such actions as Corporation may, confidentialityunder applicable law, non-disclosure, non-solicitationbe permitted to have the discretion to take so as to effectuate such indemnification or advancement. Such agreement by Corporation shall not be deemed to impair any other obligation of Corporation respecting Officer's indemnification otherwise arising out of this or any other agreement or promise of Corporation or under any statute; (vii) Any outstanding restricted stock purchase loans made to Officer by Corporation in an amount not to exceed $2,000,000, and non-competitionOfficer's obligation to repay all outstanding principal and accrued interest thereunder, shall be forgiven and cancelled by Corporation. In addition, Corporation shall pay Officer an additional payment (the "Tax Payment") in an amount required to fully reimburse Officer with respect to all federal, state and local income taxes and employment taxes with respect to the forgiveness of the loans and with respect to such taxes, such that may upon receipt of the Tax Payment Officer shall have no remaining obligations with respect to such taxes. (viii) (A) Anything in this Agreement to the contrary notwithstanding, if it shall be made and entered into by and between determined that any payment or distribution to Officer or for Officer's benefit (whether paid or payable or distributed or distributable) pursuant to the Executive and the Company after the date terms of this Agreement, whether contained in an Employment Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (the “Restrictive Covenants”"Payments") would be subject to the excise tax imposed by section 4999 of the Code by reason of being "contingent on a change in the ownership or control" of Corporation, within the meaning of Section 280G of the Code or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest or penalties, are collectively referred to as the "Excise Tax"). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not Officer shall be entitled to any Severance Compensation receive from Corporation an additional payment (the "Gross-Up Payment") in an amount such that the net amount of the Payments and the Company shall not pay Gross-Up Payment retained by Officer after the Severance Compensation; orcalculation and deduction of all Excise Taxes (including any interest or penalties imposed with respect to such taxes) on the payment and all federal, if state and local income tax, employment tax and Excise Tax (including any interest or penalties imposed with respect to such Severance Compensation has already been paidtaxes) on the Gross-Up Payment provided for in this Section 5(a)(viii), Executive and taking into account any lost or reduced tax deductions on account of the Gross-Up Payment, shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.Payments;

Severance Compensation. (a) If If, following the occurrence of a Triggering Event occurs within eighteen (18) months following a ---------------------- Change of in Control, the Company shall pay terminates the Executive's employment during the Severance Period pursuant to Executive each Section 3(a) (other than as a result of the following as “Executive's death), or if the Executive terminates his employment during the Severance Compensation”Period pursuant to Section 3(b), the Company will: (i) An pay to the Executive, within five business days after the Termination Date (or, in the event that the circumstance described in Section 3(c) hereof is applicable, within five business days after the Election Date), a lump sum payment (the "Severance Payment") in an amount equal to 110% _____ times the sum of Executive’s (A) Base Salary in place Pay (at the time highest rate in effect for any period prior to the Termination Date), plus (B) Incentive Pay (determined in accordance with the standard set forth in Section 1(d)); provided however, that Severance Payment shall be reduced by the aggregate amount of all cash payments, if any, previously received by the Triggering Event, payable as specified below; andExecutive pursuant to his or her Severance Agreement prior to the Election Date. (ii) An amount equal (A) for _____ months following the Termination Date (the "Continuation Period"), arrange at its sole expense, to provide the Executive with Employee Benefits that are benefits under welfare plans (as that term is used in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the average Termination Date, and (B) such Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive’s bonuses , his dependents or his beneficiaries immediately prior to the Termination Date. If and to the extent that any benefit described in subsection (A) or (B) of this Section 4(a)(ii) is not or cannot be paid over or provided under ERISA or any other applicable law or regulation or under any policy, plan, program or arrangement of the previous two fiscal years Company, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to subsection (A) of this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Triggering EventContinuation Period following the Executive's Termination Date, payable as specified belowand any such benefits actually received by the Executive shall be reported by the Executive to the Company. Notwithstanding the preceding sentence, in the event that the Executive is required to pay any amounts in connection with the receipt of such welfare benefits, the Company will be obligated to promptly reimburse the Executive for the amounts paid by the Executive to receive such benefits. (b) Payment Without limiting the rights of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the Company a release in favor so-called composite "prime rate" as quoted from time to time during the relevant (c) Notwithstanding any other provision of the Company in a form satisfactory this Agreement to the Company contrary, the parties' respective rights and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as Section 4 and under Sections 5 and 7 will survive any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date termination or expiration of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date termination of the Triggering Event and the Required Release Date are Executive's employment following a Change in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Control for any reason whatsoever. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months following a Change of Control, the Company shall pay to Executive each of the following as “Severance Compensation”: (i) An amount equal to 110% In consideration of Executive’s Base Salary undertakings contained in place at the time this Agreement, Caldera: a. Acknowledges that Executive has been paid all of his accrued base salary, accrued vacation pay, which vacation pay amounts to $15,863 and expense reimbursements under Paragraph 2(B) of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified belowEmployment Agreement. b. On the Effective Date of this Agreement, which is defined below, shall pay Executive a lump sum of Five Thousand Dollars (b) Payment $5,000), net of all payroll, Medicare, Social Security, state and federal taxes and deductions which the Company is obligated to make. c. Shall within seven days following the effective date of the Severance Compensation Additional Release, which is contingent upondefined below, pay Executive a lump sum of Three Hundred Twenty Thousand Dollars ($320,000), net of all payroll, Medicare, Social Security, state and federal taxes and deductions which the Company is obligated to make Payment under this Paragraph 2(c) shall be made provided Executive has executed and not revoked the Additional Release in the form annexed as Exhibit B. d. Shall provide Executive with $569 per month for reimbursement for his health insurance costs through the earlier of: (i) Executive’s executing and delivering December 31, 2015; (ii) the date Executive is no longer eligible to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocationreceive COBRA continuation coverage; and (iiiii) the date the Executive becomes eligible to receive substantially similar coverage from another employer. In the event Caldera does not learn of the employment identified in the preceding sentence until after it has made a payment or payments pursuant to this Paragraph 2(d), Executive shall return any compensation to which he was not entitled under this Paragraph 2(d). In addition, payments under this Paragraph 2(d) shall cease in the event that Executive materially breaches this Agreement. e. Shall pay, within seven days following the effective date of the Additional Release, which is defined below, an aggregate amount not to exceed $10,000 or as mutually agreed for the reasonable moving expenses of Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into personal property to a location designated by and between the Executive and Executive’s reasonable legal fees related to the Company after the date preparation and execution of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Payment under this Paragraph 2(e) shall be made provided Executive has executed and not satisfactorily performed all of his obligations under this Agreement or revoked the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and Additional Release in the Company shall not form annexed as Exhibit B. f. Shall pay the Severance Compensation; orrent for the apartment located in Cambridge, if such Severance Compensation has already been paid, Massachusetts currently occupied by Executive shall be required to reimburse through the Company in the full amounts paid. Further, if the Executive has not executed end of September 2014 and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationearly termination fees. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change in Control, (x) the Company shall terminate the Executive's employment during the Period of ControlEmployment other than pursuant to Subsection 4(a) hereof, or (y) the Executive shall terminate the Executive's employment during the Period of Employment pursuant to Subsection 4(b) hereof, or (z) the Executive dies during the Period of Employment, the Company shall pay to the Executive each (or the Executive's estate, as applicable) the amount specified in Subsection 5(a)(i) hereof within five business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the following as “Severance Compensation”:date of termination or death, or such other date that may be specified by the Executive if the termination is pursuant to Subsection 4(b) hereof): (i) An In lieu of any further payments under Subsection 3 (a) to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Subsection 5(b) hereof, a lump sum payment (the "Severance Payment") in an amount equal to 110% a multiple of three (3) times the sum of (A) the Executive’s 's Base Salary Pay (at the highest rate in place effect during the Term prior to the Termination Date), plus (B) the Executive's Incentive Pay (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year during the Term prior to the Termination Date). (ii) (A) for the remainder of the Period of Employment the Company shall arrange to provide the Executive with Employee Benefits identical to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay to the Executive and/or the Executive's dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company's retirement income, supplemental executive retirement and other benefit plans applicable to the Executive and/or the Executive's dependents and beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Subsection 5(a)(ii) by reason of any "welfare benefit plan" of the Company (as the term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive's Termination Date until the expiration of the Period of Employment. (iii) In addition to all other compensation due to the Executive hereunder, the following shall occur immediately prior to the occurrence of a Change in Control: (A) all Company stock options held by the Executive prior to a Change in Control shall become exercisable, regardless of whether or not the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (B) all restrictions on any restricted securities granted by the Company to the Executive prior to a Change in Control shall be removed and the securities shall become fully vested and freely transferable, regardless of whether the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (C) the Executive shall have an immediate right to receive all performance shares or bonuses granted prior to a Change in Control, and such performance shares and bonuses shall become fully vested and freely transferable or payable without restrictions, regardless of whether or not specific performance goals set forth in the relevant agreements shall have been attained; and (D) all performance units granted to the Executive prior to a Change in Control shall become immediately payable in cash or Common Stock, at the Executive's sole option, regardless of whether or not the relevant performance cycle has been completed, and regardless of whether any other terms and conditions of the relevant agreements shall have been satisfied in full; provided, that if the terms of any plan or agreement providing for such options, restricted securities, performance shares or bonuses, or performance units do not allow such acceleration or payment as described above, the Company shall take or cause to be taken any action required to allow such acceleration or payment or to separately pay the value of such benefits. (i) Anything in this Agreement to the contrary notwithstanding, in the event a public accounting firm selected by the Executive (the "Accounting Firm") shall determine that any payment, benefit, or distribution by the Company to the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Subsection 5(b) (a "Payment") is subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay to the Executive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (ii) Subject to the provisions of Subsection 5(b)(iii), all determinations required to be made under this Subsection 5(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm which shall provide detailed supporting calculations both to the Company and the Executive as soon as possible following a request made by the Executive or the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 5(b), shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Triggering Eventinitial determination by the Accounting Firm hereunder, payable as specified below; and it is possible that Gross-Up Payments which will not have been made by the Company should have been made (ii"Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Subsection 5(b)(iii) An and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount equal of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the average benefit of the Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (biii) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of The Executive shall notify the Company in a form satisfactory to writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and its counsel, which generally and unconditionally releases from all claims shall apprise the Company and its directors, officers, employees, insurers, and other affiliates (of the “General Release”) nature of such claim and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may date on which such claim is requested to be made and entered into by and between the paid. The Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay such claim prior to the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse expiration of the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty ten (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a 10)-day period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is executed and delivered and due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (A) give the Company any information reasonably requested by the Company relating to such claim, (B) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (C) cooperate with the Company in good faith to effectively contest such claim, and (D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all revocation periods costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the General Release Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the “Release Effective Date”foregoing provisions of this Subsection 5(b)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the c▇▇▇m in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided thatfurther, that if the date Company directs the Executive to pay such claim and sue for a refund, the Company sha▇▇ advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the Triggering Event statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Required Release Date are in different calendar yearsExecutive shall be entitled to settle or contest, payment shall commence on as the first payroll date of case may be, any other issue raised by the second year (regardless of when the Release Effective Date occurs)Internal Revenue Service or any other taxing authority. (div) All Severance Compensation payments are If, after the receipt by the Executive of an amount advanced by the Company pursuant to this Subsection 5(b), the Executive becomes entitled to receive, and receives, any refund with respect to such claim, the Executive shall (subject to the usual taxes, payroll deductions and withholdings and shall be mailed Company's complying with the requirements of this Subsection 5(b)) promptly pay to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of any amount advanced by the Company pursuant to any changes to such address. (e) Subsection 5(b), a determination is made that the Executive shall not be entitled to any other salaryrefund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, bonusesthen such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, employee benefits to the extent thereof, the amount of Gross-Up Payment required to be paid. (c) There shall be no right of set-off or other compensation after termination counterclaim in respect of his employment for reason other than a Triggering Eventany claim, except as otherwise specifically debt or obligation against any payment to or benefit (including Employee Benefits) of the Executive provided for under an Employment in this Agreement. (d) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof (and on any interest accrued hereunder) at an annualized rate of interest equal to the Highest Lawful Rate as hereafter defined. "Highest Lawful Rate" means, at any time and with respect to the Executive, the maximum rate of interest under applicable law that the Executive may charge the Company’s employee benefit plans . The Highest Lawful Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges in respect of this greement that constitute interest under applicable law. Each change in any interest rate provided for herein based upon the Highest Lawful Rate resulting from a change in the Highest Lawful Rate shall take effect without notice to the Company at the time of such change in the Highest Lawful Rate. For purposes of determining the Highest Lawful Rate under Texas law, the applicable rate ceiling shall be the indicated rate ceiling described in, and computed in accordance with the Texas Finance Code. Notwithstanding anything to the contrary contained herein, no provisions of this Agreement shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Agreement or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither the Company nor the sureties, guarantors, successors or assigns of the Company shall be obligated to pay the excess amount of such interest, or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Highest Lawful Rate shall be deemed charged, required or permitted by any court of competent jurisdiction, any such excess shall be applied as otherwise expressly required a payment and reduction of the principal of indebtedness evidenced by this Agreement; and, if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to the Company. In determining whether or not the interest paid or payable exceeds the Highest Lawful Rate, the Company and the Executive shall, to the extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by this Agreement so that the interest for the entire term does not exceed the Highest Lawful Rate.

Severance Compensation. Upon termination of Executive’s employment during the Employment Period by the Company, other than for Cause or by the Executive for Good Reason, Executive shall receive the severance benefits described in this Section 6. (a) If a Triggering Event occurs within eighteen (18) months following a Change of Control, the Company Executive shall pay to Executive each of the following as “Severance Compensation”: (i) An receive an amount equal to 110% twelve (12) months of Executive’s monthly Base Salary in place at the time effect as of the Triggering Eventdate of termination plus the pro-rata Annual Bonus amount of forty-five percent (45%) of annual Base Salary, payable (the “Separation Payment”); provided, that no later than fifty (50) days after Executive terminates employment he executes an agreement releasing the Company and its affiliates from any liability associated with this Agreement substantially in the form attached as specified below; and Exhibit A (iior such other form mutually agreed upon by the parties ) An amount equal (the “Release”) and all time periods imposed by law permitting cancellation or revocation of such Release by Executive shall have passed or expired. Subject to anything to the average contrary in Section 11(d)(3) and Section 15, the Separation Payment shall be paid in accordance with the customary payroll practices of the Company with the first payment made on the payroll date that first follows the date the revocation period of the Release has ended (without any revocation by Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below). (b) Payment of the Severance Compensation is contingent upon: (i) Subject to Executive’s executing and delivering timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), with respect to the Company a release Company’s group health insurance plans in favor of which the Company in a form satisfactory Executive (and his spouse and other dependents) participated immediately prior to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates termination date (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release DateCOBRA Continuation Coverage”), the Company will reimburse Executive shall forfeit all rights to receive for the Severance Compensation. amount Executive pays for COBRA Continuation Coverage for himself and his spouse and other dependents during the Premium Reimbursement Period (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a “COBRA Premium Reimbursements”). The “Premium Reimbursement Period” is the period of twelve (12) months on Employer’s regular payroll dates in effect that begins on the date of termination, commencing with Executive terminates employment and ends on the first payroll earlier of: (1) the twelfth (12th) month after the termination date following and (2) the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment eligibility for reason other than a Triggering Event, except as otherwise specifically provided for COBRA Continuation Coverage under an Employment Agreement, the Company’s employee benefit group health plans ends (which may be the date on which Executive becomes covered by another employer’s group health plan because of reemployment or as otherwise expressly required by applicable lawotherwise).

Severance Compensation. (a) If Subject to Section 3(b) below, in the event of a Triggering Event occurs within eighteen Severance Compensation Trigger, the Executive shall be entitled to be paid compensation by the Company pursuant to the terms and subject to the conditions set forth below (18“Severance Compensation”): (i) months following a Change In lieu of Controlany further salary payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive each not later than the fourteenth day following the Date of Termination a lump sum severance payment equal to the sum of: (A) amount equal to three times (3x) the Executive’s annual base salary in effect on the Date of Termination (the “Base Salary”); (B) an amount equal to three times (3x): (1) the amount of the following highest bonus compensation paid to the Executive with respect to the last three complete fiscal years, and (2) the contribution, if any, paid by the Company for the benefit of the Executive to any 401(k) Plan in the last complete fiscal year. (ii) The Company shall provide the Executive for a period commencing on the Date of Termination and ending on the earlier of the third anniversary of the Date of Termination or the Executive’s death (the “Benefits Period”), life, health, disability and accident insurance benefits and the package of “Executive benefits” substantially similar, individually and in the aggregate, to those which the Executive was receiving immediately prior to the Notice of Termination, or immediately prior to a Change in Control, if greater, including without limitation, transfer of title of a company automobile, medical, dental, vision, life and pension benefits, as if Executive were continuing as an employee of the Company during the Benefits Period, provided, however, that with respect to the provision of insurance benefits during the Benefits Period, Executive shall be obligated to continue to pay that proportion of premiums paid by the Executive immediately prior to such Notice of Termination or Change in Control, as applicable. The Company shall apply the statutory health care continuation coverage (“Severance CompensationCOBRA”) provisions as if the Executive were a full-time employee of the Company during the Benefits Period, with the result that (y) the Executive’s spouse and dependents shall be eligible for continued health insurance coverage that is in all respects equivalent to COBRA coverage (“COBRA-Equivalent Coverage”) if an event occurs during the Benefits Period that would have been a “qualifying event” under COBRA had the Executive been an employee of the Company, and (z) the Executive and the Executive’s spouse and dependents shall be eligible for COBRA-Equivalent coverage at the expiration of the Benefits Period and for a period of three years thereafter as if the Executive’s employment with the Company had terminated on the last day of the Benefits Period. (iii) With respect to all stock options and stock awards granted to the Executive under the Amended and Restated 2002 Stock Plan of LIN TV (collectively, the “Options and Awards”) which are not otherwise exercisable or vested on the Date of Termination, such Options and Awards shall be deemed vested and exercisable immediately as of the Date of Termination. (b) Notwithstanding anything to the contrary contained herein: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of If the Severance Compensation is contingent upon: (i) Executive’s executing and delivering under this Section 3, either alone or together with other payments to the Executive from the Company a release (or any portion of such aggregate payment) would constitute an “excess parachute payment” (as defined in favor Section 280G of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”Code). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid reduced to the largest amount that will result in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date no portion of the Triggering Event and payments under this Section 3 being subject to the Required Release Date are in different calendar years, payment shall commence on the first payroll date excise tax imposed by Section 4999 of the second year (regardless Code or being disallowed as deductions to the Company under Section 280G of when the Release Effective Date occurs)Code. (dii) All If Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, or any successor thereto or as such may be amended hereafter (“Section 409A”), to the extent necessary to satisfy the requirements of Section 409A, any portion of the Severance Compensation payments are subject to under this Section 3 that shall constitute deferred compensation within the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive meaning of Section 409A shall not be entitled due and payable to any other salary, bonuses, employee benefits or other compensation Executive until the date that is six (6) months after termination the Date of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawTermination.

Severance Compensation. (a) If at any time during the Severance Period following the occurrence of a Triggering Event occurs within eighteen Change in Control the Company terminates the Executive's employment other than pursuant to Section 10(a) or the Executive terminates his employment pursuant to Section 10(b), (18i) the Company shall, no later than five business days after the Termination Date, pay to the Executive a lump sum payment in an amount equal to one times the sum of (A) Base Pay (at the highest rate in effect for any period prior to the Termination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(i)); (ii) the Company shall, for a period of twelve months following the Termination Date (the "Continuation Period"), arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination or denial described in Section 10(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a Change corresponding reduction generally applicable to all recipients of Controlor participants in such Employee Benefits, which Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive, his dependents or his beneficiaries immediately prior to the Termination Date; (iii) the Company shall provide the Executive with outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 20% of the Executive's Base Pay; and (iv) notwithstanding anything to the contrary in the Executive's stock option agreement(s) or certificate(s) or in the stock option plan(s) under which Executive's stock options were granted, (A) (i) all of Executive's stock options that are outstanding as of the date hereof and are not then exercisable shall become immediately exercisable and shall terminate on the date one year from the Termination Date, and not earlier, and (2) all stock options that may be granted to Executive after the date hereof and are not then exercisable shall terminate on the Termination Date and (B) Executive may exercise all or any of his options that are exercisable from time to time until the date one year from the Termination Date. If and to the extent that any benefit described in Section 11(a)(ii) or (iii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 12, Employee Benefits otherwise receivable by the Executive pursuant to Section 11(a)(ii) or (iii) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's Termination Date, and any such benefits actually received by the Executive shall be reported by the Executive to the Company. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company shall pay to Executive each interest on the amount or value thereof at an annualized rate of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount interest equal to the average so-called composite "prime rate" as quoted from time to time during the relevant period in the Midwest Edition of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, The Wall Street Journal. Such interest shall be payable as specified below. (b) Payment it accrues on demand. Any change in such prime rate shall be effective on and as of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationchange. (c) Subject Notwithstanding any provision of this Agreement to Section 13the contrary, the Severance Compensation parties' respective rights and obligations under this Section 11 and under Sections 12 and 16 shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the survive any termination or expiration of all revocation periods in this Agreement or the General Release (the “Release Effective Date”); provided that, if the date termination of the Triggering Event and the Required Release Date are Executive's employment following a Change in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Control for any reason whatsoever. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. Upon termination of Executive’s employment prior to expiration of the Employment Period unless the Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, the Executive shall be entitled to receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to Executive’s Base Salary, as in effect as of the date of termination for the nine months prior to such termination (the “Separation Period” and the payment, the “Separation Payment”), provided that Executive (a) If a Triggering Event occurs within eighteen (18) months following a Change of Control, the executes an agreement releasing Company shall pay to Executive each of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary and its affiliates from any liability associated with this Agreement in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing form and delivering to the Company a release in favor of the Company in a form terms satisfactory to the Company and its counsel, which generally and unconditionally releases from that all claims time periods imposed by law permitting cancellation or revocation of such release by the Company and its directors, officers, employees, insurersExecutive shall have passed or expired, and (b) complies with his other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well provided in Section 12 and 13 hereof, as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between a condition to such Separation Payment. Subject to anything to the Executive and the Company after the date of this Agreement, whether contained contrary in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”Section 11(d)(3), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation Separation Payment shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing accordance with the first customary payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date practices of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject Company. Subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the active employee benefit plans rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the cost of COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (x) the Executive or his eligible dependents, as otherwise expressly required by applicable lawthe case may be, ceasing to be eligible under COBRA, and (y) six (6) months following the termination date (the benefits provided under this clause (ii), the “Medical Continuation Benefits”) or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits.

Severance Compensation. Upon termination of Executive’s employment prior to expiration of the Employment Period unless the Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, the Executive shall be entitled to receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to 100% of the sum of Executive’s then-current Base Salary and current Annual Bonuses earned during the prior twenty-four (a24) If months (the “Separation Period”), immediately prior to the date of termination (the “Separation Payment”), provided that Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and complies with his other obligations under this Agreement as provided in Section 14 and 15 hereof, as a Triggering Event occurs condition to such Separation Payment. Subject to the terms hereof, one-half of the Separation Payment shall be paid within ten (10) days following the execution and delivery of the aforementioned release and the balance of the Separation Payment shall be paid in accordance with the customary payroll practices of the Company, provided, however, that following the occurrence of the Change of Control the Separation Payment shall be payable within ninety (90) days of the termination of this Agreement and the employment of Executive for Good Reason (as defined below) following the Change of Control. Subject to the Executive’s (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), Company shall promptly reimburse Executive for the cost of COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (x) the Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, and (y) eighteen (18) months following a Change of Control, the Company shall pay to Executive each of termination date (the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and benefits provided under this clause (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the “Medical Continuation Benefits”) or until such time as Executive shall forfeit all rights to receive the Severance Compensationobtain reasonably equivalent benefits from subsequent employment or spousal benefits. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. Upon termination of Executive’s employment (aother than upon the expiration of the Employment Period) (i) If Executive shall be entitled to receive any earned but unpaid Base Salary through the termination date; (ii) Executive shall be entitled to receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of her duties and responsibilities for the Company during the period ending on the termination date, and (iii) Executive shall be entitled to receive any accrued but unused vacation time through the termination date. Further, unless the Executive’s employment is terminated as a Triggering Event occurs within eighteen (18) months following a Change result of Controlher death or Disability or for Cause or Executive terminates her employment without Good Reason, then upon the termination or non-renewal of Executive’s employment, the Company shall pay to Executive each of the following a “Separation Payment” as “Severance Compensation”follows: (i) An a. the Company shall pay Executive an amount equal to 110% two (2) weeks of Executive’s Base Salary (as in place at effect immediately prior to the time termination date) for each full year of the Triggering Event, payable as specified belowservice to a maximum of eight (8) weeks of Base Salary; and b. should Executive, at Executive's sole and exclusive option, provide the Company with the Company’s then reasonable and standard form of separation, waiver and release agreement releasing Company and its affiliates from any liability associated with this Agreement, then the Company shall: i. pay to Executive the Base Salary (in effect immediately prior to the termination date) until the last to occur (the "Separation Period") of (1) the expiration of the remaining portion of the Initial Term or the then applicable Renewal Term, as the case may be, or (2) the 12-month period commencing on the date Executive is terminated, the amount calculated under this subparagraph shall be payable in one lump sum, and ii) An . provide or reimburse Executive for the entirety of the Separation Period for the same or substantially the same medical, dental, long-term disability and life insurance pursuant to Section 9 to which Executive was entitled hereunder as of the date of termination provided, however, that in the case of such medical and dental insurance, that Executive makes a timely election for continuation coverage under COBRA, iii. pay Executive, in one lump sum, an amount equal to the average product obtained by multiplying (x) the maximum Annual Bonus as set forth in Section 5 which Executive would have been otherwise entitled to receive by (y) the fraction in which the numerator is the number of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of calendar months in the Severance Compensation Period and the denominator of which is contingent upon: (i) Executive’s executing 12; and iv. all outstanding Options and delivering other Equity Awards held by Executive immediately prior to the Company a release termination date shall immediately vest and become fully exercisable for the period of time indicated in favor the terms of the Company in a form satisfactory to the Company and its counseleach such Option or Equity Award. Unless specified otherwise, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if make such Severance Compensation has already been paid, Executive shall be required to reimburse the Company payments in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s accordance with its regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)schedule. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If at any time during the Severance Period following the occurrence of a Triggering Event occurs within eighteen Change in Control the Company terminates the Executive's employment other than pursuant to Section 3(a) or the Executive terminates her employment pursuant to Section 3(b), (18i) the Company shall, no later than five business days after the Termination Date, pay to the Executive a lump sum payment in an amount equal to one times the sum of (A) Base Pay (at the highest rate in effect for any period prior to the Termination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(h)); (ii) the Company shall, for a period of twelve months following the Termination Date (the "Continuation Period"), arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination or denial described in Section 3(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a Change corresponding reduction generally applicable to all recipients of Controlor participants in such Employee Benefits, which Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive, her dependents or her beneficiaries immediately prior to the Termination Date; (iii) the Company shall provide the Executive with outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 20% of the Executive's Base Pay; and (iv) notwithstanding anything to the contrary in the Executive's stock option agreement(s) or certificate(s) or in the stock option plan(s) under which Executive's stock options were granted, (A) (i) all of Executive's stock options that are outstanding as of the date hereof and are not then exercisable shall become immediately exercisable and shall terminate on the date one year from the Termination Date, and not earlier, and (2) all stock options that may be granted to Executive after the date hereof and are not then exercisable shall terminate on the Termination Date and (B) Executive may exercise all or any of her options that are exercisable from time to time until the date one year from the Termination Date. If and to the extent that any benefit described in Section 4(a)(ii) or (iii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company shall itself pay or provide for the payment to the Executive, her dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to Section 4(a)(ii) or (iii) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's Termination Date, and any such benefits actually received by the Executive shall be reported by the Executive to the Company. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company shall pay to Executive each interest on the amount or value thereof at an annualized rate of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount interest equal to the average so- called composite "prime rate" as quoted from time to time during the relevant period in the Midwest Edition of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, The Wall Street Journal. Such interest shall be payable as specified below. (b) Payment it accrues on demand. Any change in such prime rate shall be effective on and as of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationchange. (c) Subject Notwithstanding any provision of this Agreement to Section 13the contrary, the Severance Compensation parties' respective rights and obligations under this Section 4 and under Sections 5 and 7 shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the survive any termination or expiration of all revocation periods in this Agreement or the General Release (the “Release Effective Date”); provided that, if the date termination of the Triggering Event and the Required Release Date are Executive's employment following a Change in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Control for any reason whatsoever. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall or Subsidiary, as the case may be, terminates the Executive's employment during the Severance Period applicable to such Change in Control other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates employment pursuant to Section 3(b), the Company will pay to the Executive each of the following as “Severance Compensation”lump sum payment within five business days after the Termination Date and continue to provide to the Executive the following benefits: (i) An A lump sum payment in an amount equal to 110[THREE] [TWO] [ONE]1 times the sum of (A) Base Pay, plus (B) the aggregate annual bonus, incentive or other payments of cash compensation (determined without regard to any deferral election) to which the Executive would have been entitled under the bonus, incentive, profit-sharing, performance, discretionary pay or similar agreement, policy, plan, program or arrangement of the Company or Subsidiary in which the Executive was participating for the year in which the Change in Control (or Termination Date, if greater) occurs based on the assumption that target performance goals for such year would be met and such payments would be made. (A) For a period of 24 months following the Termination Date (the "Continuation Period"), the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits or disability or income continuation benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in Section 3(b)(ii)) and (B) the length of such Continuation Period will be considered as additional age and service with the Company for the purpose of determining age and service credits (but not for the purpose of determining compensation) and benefits due and payable to or in respect of the Executive under the Management Supplemental Benefit Plan or Key Employee Deferred Compensation Plan, or any successor thereto, of the Company or Subsidiary applicable to the Executive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in Section 3(b)(ii)). In addition, the Company shall provide the Executive with outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 15% of the Executive’s 's Base Salary Pay. If and to the extent that any benefit described in place at the time subsection (A) or (B) of this Section 4(a)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Triggering EventCompany or any Subsidiary, payable as specified below; and (ii) An amount equal the case may be, then the Company will itself pay or provide for the payment to the average Executive, the Executive's dependents or beneficiaries, as the case may be, of such Employee Benefits. Employee Benefits otherwise receivable by the Executive pursuant to subsection (A) of this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by or in respect of the Executive from another employer during the Continuation Period following the Executive’s bonuses 's Termination Date, and any such benefits actually received shall be reported by the Executive or other recipient to the Company. Without limiting the purposes or effect of Section 5, the Company does not guarantee a favorable tax consequence to the Executive or the Executive's dependents or beneficiaries for any coverage or benefits provided pursuant to this Section 4(a)(ii) nor will it indemnify any such person for such results. ----------------- 1 Include multiple applicable to the Executive executing the Agreement. In the event the Executive's employment is terminated or the Executive terminates employment during more than one Severance Period under the circumstances described above in this Section 4 with entitlement to severance compensation under this Section 4, only one lump sum payment under Section 4(a)(i) shall be paid over to the previous two fiscal years from Executive hereunder, and the Triggering Event, payable as specified belowamount of such lump sum payment under Section 4(a)(i) and benefits described in Section 4(a)(ii) to be provided the Executive shall be the greatest amounts determined with respect to the Severance Periods in which the Executive's termination occurs. (b) Payment Without limiting the rights of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the Company a release so-called composite "prime rate" as quoted from time to time during the relevant period in favor the Northeast Edition of the Company The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in a form satisfactory to the Company such prime rate will be effective on and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after of the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationchange. (c) Subject Notwithstanding any provision of this Agreement to Section 13the contrary, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed parties' respective rights and delivered obligations under this Section 4 and the under Sections 5 and 7 will survive any termination or expiration of all revocation periods in this Agreement or the General Release (the “Release Effective Date”); provided that, if the date termination of the Triggering Event and the Required Release Date are Executive's employment following a Change in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Control for any reason whatsoever. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall or any Subsidiary by which Executive is employed terminates the Executive’s employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive each of the following as amounts within five business days after the date (the “Severance CompensationTermination Date”) that the Executive’s employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b) and continue to provide to the Executive the following benefits: (i) An A lump sum payment (the “Severance Payment”) in an amount equal to 110% three times the sum of Executive’s (A) Base Salary in place Pay (at the time of highest rate in effect for any period prior to the Triggering EventTermination Date), payable as specified below; andplus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(f)). (ii) An amount equal (A) for thirty-six months (the “Continuation Period”) following the Termination Date, the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the average Termination Date, and (B) such Continuation Period will be considered service with the Company, assuming the amount of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, Base Pay and Incentive Pay payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release Executive during the calendar year immediately preceding the year in favor which the Change in Control occurs, for the purpose of determining service credits and benefits due and payable to the Executive under the Company’s retirement income, supplemental executive retirement and other benefit plans of the Company in a form satisfactory applicable to the Company Executive, his dependents or his beneficiaries immediately prior to the Termination Date. If and its counselto the extent that any benefit described in subsections (A) and (B) of this Section 4(a)(ii) is not or cannot be paid or provided under any policy, which generally and unconditionally releases from all claims plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and its directorsbeneficiaries, officersof such Employee Benefits. Without otherwise limiting the purposes or effect of Section 5, employees, insurersEmployee Benefits otherwise receivable by the Executive pursuant to the subsection (A) of this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period, and other affiliates (any such benefits received by the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if reported by the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such addressCompany. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (18or Executive’s estate) months following a Change such portions of ControlExecutive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously approved by the Board for payment to Executive but not yet paid (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination, and in any event in accordance with applicable law. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive each the Accrued Obligations and shall make the severance payments and provide the benefits described below; provided that receipt of any such severance payments and benefits (other than the Accrued Obligations) shall be dependent upon Executive’s execution and, to the extent applicable, non-revocation of a separation and general release of claims agreement in substantially the form attached hereto as Exhibit A (which may be revised by the Company in accordance with the footnotes therein) (the “Release”), provided to Executive in connection with Executive’s termination. The Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s termination of employment, or such earlier date as determined by the Company. The severance payments and benefits shall be paid or commence, as applicable, on the first payroll period following the date of the Executive’s termination and an effective Release (the “Payment Date”). Notwithstanding the foregoing, if the 60th day following as “Severance Compensation”:Executive’s termination occurs in the calendar year following the date on which Executive’s employment terminates, the Payment Date shall be no earlier than January 1 of such subsequent calendar year. (i) An amount equal If Executive’s termination occurs prior to 110% or after the twelve (12) month period following a Corporate Change (the “Protected Period”), the Company shall continue to pay Executive’s base salary for six (6) months following Executive’s termination of employment in accordance with the Company’s payroll practice, beginning on the Payment Date; provided, that the first installment will include all amounts that otherwise would have been paid to Executive from the date Executive’s employment terminates through the Payment Date had the Release become effective on the date of termination. If Executive’s termination of employment occurs during the Protected Period, then, in lieu of the foregoing, the Company shall pay Executive eighteen (18) months of Executive’s Base Salary base salary in place at a lump sum on the time of the Triggering Event, payable as specified below; andPayment Date. (ii) An Only if the termination occurs during the Protected Period, the Company shall pay Executive an amount equal to one and one-half times Executive’s target annual bonus, described in Section 3(b) hereof, for the average year in which the termination of employment occurs, which total amount shall be payable in a lump sum on the Payment Date. (iii) Only if the termination occurs during the Protected Period, one hundred percent (100%) of Executive’s bonuses paid over then outstanding unvested time-based equity awards granted by the Company shall vest immediately upon the Payment Date. For the avoidance of doubt, any equity awards that vest based on the achievement of performance metrics shall be governed by the terms of the applicable award agreement and shall not be entitled to accelerated vesting pursuant to the previous two fiscal years from the Triggering Event, payable as specified belowsentence. (biv) Payment Should Executive timely elect and be eligible to continue receiving group medical coverage pursuant to the law known as COBRA, and so long as the Company can provide such benefit without violating the nondiscrimination requirements of applicable law, the Company will continue to pay the share of the Severance Compensation premium for such coverage that is contingent upon: (i) Executive’s executing and delivering to paid by the Company a release in favor for active and similarly-situated employees who receive the same type of the Company in a form satisfactory to the Company and its counselcoverage, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenantsadministrative fee, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date for six (6) months following Executive’s termination of this Agreement, whether contained in an Employment Agreement or otherwise employment (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if the termination occurs during the Protected Period, for eighteen (18) months following such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”termination of employment), subject to applicable law and the Executive terms of the respective policies; provided that the Company’s obligation to provide the premium payments contemplated herein shall forfeit all rights terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to receive the Severance Compensationextend any period of continuation coverage (e.g., COBRA) required by Federal law. (c) Subject to Section 13, In the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to event that Executive’s last known residential address. It employment hereunder is Executive’s obligation to keep the Company informed as to any changes to such address. terminated (ei) by Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering EventGood Reason, or (ii) by the Company for Cause, or (iii) as a result of Executive’s death or Disability, then the Company will pay to Executive the Accrued Obligations. The Company shall have no obligation to pay Executive (or Executive’s estate) any other compensation following such termination except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.in Section 4(a). ​

Severance Compensation. (a) If at any time during the Severance Period following the occurrence of a Triggering Event occurs within eighteen Change in Control the Company terminates the Executive’s employment other than pursuant to Section 8A(a) or the Executive terminates his employment pursuant to Section 8A(b), (18i) the Company shall, no later than five business days after the Termination Date, pay to the Executive a lump sum payment in an amount equal to one times the sum of (A) Base Pay (at the highest rate in effect for any period prior to the Termination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in the definition thereof); (ii) the Company shall, for a period of twelve months following the Termination Date (the “Continuation Period”), arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination or denial described in Section 8A(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a Change corresponding reduction generally applicable to all recipients of Controlor participants in such Employee Benefits, which Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company’s retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive, his dependents or his beneficiaries immediately prior to the Termination Date; (iii) the Company shall provide the Executive with outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 20% of the Executive’s Base Pay; and (iv) notwithstanding anything to the contrary in the Executive’s stock option agreement(s) or certificate(s) or in the stock option plan(s) under which Executive’s stock options were granted, (A) (i) all of Executive’s stock options that are outstanding as of the date hereof and are not then exercisable shall become immediately exercisable and shall terminate on the date one year from the Termination Date, and not earlier, and (2) all stock options that may be granted to Executive after the date hereof and are not then exercisable shall terminate on the Termination Date and (B) Executive may exercise all or any of his options that are exercisable from time to time until the date one year from the Termination Date. If and to the extent that any benefit described in Section 8B(a)(ii) or (iii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 8C, Employee Benefits otherwise receivable by the Executive pursuant to Section 8B(a)(ii) or (iii) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive’s Termination Date, and any such benefits actually received by the Executive shall be reported by the Executive to the Company. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company shall pay to Executive each interest on the amount or value thereof at an annualized rate of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount interest equal to the average so-called composite “prime rate” as quoted from time to time during the relevant period in the Midwest Edition of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, The Wall Street Journal. Such interest shall be payable as specified below. (b) Payment it accrues on demand. Any change in such prime rate shall be effective on and as of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationchange. (c) Subject Notwithstanding any provision of this Agreement to Section 13the contrary, the Severance Compensation parties’ respective rights and obligations under this Section 8B and under Section 8C shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the survive any termination or expiration of all revocation periods in this Agreement or the General Release (the “Release Effective Date”); provided that, if the date termination of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to employment following a Change in Control for any changes to such addressreason whatsoever. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. Upon termination of Executive’s employment prior to expiration of the Employment Period unless Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, then: (a) If a Triggering Event occurs within eighteen (18) months following a Change Executive shall be entitled to receive any and all reasonable expenses paid or incurred by Executive in connection with and related to the performance of Control, his duties and responsibilities for the Company shall pay to Executive each of during the following as “Severance Compensation”: (i) An period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to 110% of Executive’s Base Salary and bonuses, if any, during the prior twelve (12) months (the “Separation Period”), (due and payable subject to Section 15 below) as in place at the time effect as of the Triggering Eventdate of termination (the “Separation Payment”), payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years provided that Executive executes an agreement releasing Company and its affiliates from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing any liability associated with this Agreement in form and delivering to the Company a release in favor of the Company in a form terms satisfactory to the Company and its counsel, which generally and unconditionally releases from that all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocationtime periods imposed by law permitting cancellation or revocation of such release by Executive shall have passed or expired; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between subject to anything to the Executive and the Company after the date of this Agreement, whether contained contrary in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”Section 11(d)(iii), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation Separation Payment shall be paid in equal monthly installments over a period in accordance with the customary payroll practices of the Company; and (b) Subject to Executive’s (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company will pay, or reimburse Executive, the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earliest of (x) Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, and (y) twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the termination date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the benefits provided under this clause (b), the “Release Effective DateMedical Continuation Benefits”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed or until such time as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee obtain reasonably equivalent benefits from subsequent employment or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawspousal benefits.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months following a Change of Control or within three (3) months before a Change of Control, the Company shall pay to Executive each of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s highest Base Salary in place at from the date that is three (3) months before a Change of Control through the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a the form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates attached hereto as Exhibit A (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of terminationtermination of Executive’s employment with the Company, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive each of the following as “Severance Compensation”amounts within 10 business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b)) and continue to provide to the Executive the following benefits: (i) An A lump sum payment (the "Severance Payment") in an amount equal to 110% (A) the multiple set forth under Item I on Annex A hereto times the sum of Executive’s Base Salary in place Pay and Target Annual Bonus (at the time of highest combined rate in effect for any period prior to the Triggering Event, payable as specified below; andTermination Date). (ii) An amount equal (A) for the number of months set forth under Item II on Annex A hereto (the "Continuation Period") following the Termination Date, the Company will arrange to provide the Executive with Employee Benefits that are health or welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the average Termination Date, and (B) such Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under any retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive’s bonuses , his dependents or his beneficiaries immediately prior to the Termination Date. If and to the extent that any benefit described in subsection (A) or (B) of this Section 4(a)(ii) is not or cannot be paid over or provided under any policy, plan, program or arrangement of the previous two fiscal years Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits. Notwithstanding the foregoing, Employee Benefits otherwise receivable by the Executive pursuant to subsection (A) of this Section 4(a)(ii) will be reduced to the extent comparable health or welfare benefits are actually received by the Executive from another employer during the Triggering EventContinuation Period following the Executive's Termination Date, payable as specified belowand any such benefits actually received by the Executive shall be reported by the Executive to the Company. (b) Payment Without limiting the rights of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the Company a release so-called composite "prime rate" as quoted from time to time during the relevant period in favor the Northeast Edition of the Company The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in a form satisfactory to the Company such prime rate will be effective on and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after of the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationchange. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date Promptly following the date on hereof, Parent will (if it has not already done so) establish a trust (the "Trust") for the purpose of assuring the payment of amounts that may become payable to the Executive under Section 4(a) together, at Parent's election, with amounts that may become payable under other retention bonus or change-in-control severance agreements or plans to which Parent is a party or under which Parent is an obligor. A reputable commercial bank or trust company selected by Parent shall serve as trustee of the General Release is executed and delivered Trust (the "Trustee") pursuant to a written trust agreement between Parent and the expiration Trustee. Prior to the occurrence of a Change in Control, Parent shall deposit with the Trustee cash and/or a letter of credit in an amount sufficient to fund all amounts which may become payable to the Executive under Section 4(a) together with all amounts that may become payable under all other retention bonus or change- in-control severance agreements or plans that are intended to be secured by the Trust, and shall thereafter make such additional deposits, if any, as may be necessary to result in the Trust holding at all times a combination of cash and/or letters of credit sufficient for the payment of all revocation periods such amounts. Any letter of credit deposited with the Trustee pursuant to this Section 4(c) shall be issued by a reputable commercial bank having combined capital and surplus of at least $500 million, shall be irrevocable and shall entitle the Trustee to draw all amounts payable thereunder immediately upon the occurrence of a Change in Control. Without limiting Parent's obligations under the preceding provisions of this Section 4(c), in the General Release (event that Parent shall have failed to fully fund the “Release Effective Date”); Trust as provided thatherein prior to the occurrence of a Change in Control, if Parent shall do so as promptly as practicable thereafter. All amounts required to be deposited with the date Trustee pursuant to this Section 4(c) that are so deposited after the occurrence of a Change in Control shall be deposited solely in the form of cash. No failure by Parent to satisfy any of its obligations under this Section 4(c) shall limit the rights of the Triggering Event Executive hereunder. Notwithstanding the foregoing provisions of this Section 4(c), with respect to any and all amounts which may become payable to the Required Release Date are in different calendar yearsExecutive under this Agreement, payment the Executive shall commence on have the first payroll date status of a general unsecured creditor of the second year (regardless Company and shall have no right to, or security interest in, any assets of when the Release Effective Date occurs)Company. (d) All Severance Compensation payments are subject Notwithstanding any other provision of this Agreement to the usual taxescontrary, payroll deductions the parties' respective rights and withholdings obligations under this Section 4 and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep under Sections 5 and 8 will survive any termination or expiration of this Agreement or the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his the Executive's employment following a Change in Control for any reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawwhatsoever.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall or any Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a), or if the Executive terminates the Executive's employment pursuant to Section 3(b), the Company will pay to the Executive each the Severance Benefit in immediately available funds, in United States dollars, within five business days after the Termination Date. In addition, for a period of two years following the following as “Severance Compensation”: Termination Date, the Company will arrange to provide the Executive Employee Benefits that are welfare benefits (ibut not stock option, stock purchase, stock appreciation, or similar compensatory benefits) An amount equal substantially similar to 110% of Executive’s Base Salary in place at those which the time of the Triggering Event, payable as specified below; and (ii) An amount equal Executive was receiving or entitled to receive immediately prior to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering EventTermination Date (or, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering if greater, immediately prior to the Company reduction, termination, or denial described in Section 3(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a release corresponding reduction applicable to generally all recipients of or participants in favor such Employee Benefits, and an additional period of the Company in a form satisfactory to two years will be considered service with the Company and its counselSubsidiaries for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurerssupplemental executive retirement, and other affiliates (benefit plans of the “General Release”) Company applicable to the Executive, the Executive's dependents, or the Executive's beneficiaries immediately prior to the Termination Date. If and to the General Release becoming effective without timely revocation; extent that any benefit described in the immediately preceding sentence is not or cannot be paid or provided under any policy, plan, program, or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment of such Employee Benefits to the Executive, and, if applicable, the Executive's dependents and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenantsbeneficiaries. Without otherwise limiting the purposes or effect of Section 5, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into Employee Benefits otherwise receivable by and between the Executive and pursuant to this Section 4(a) will be reduced to the Company after extent comparable welfare benefits are actually received by the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay from another employer during the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date Period following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Executive's Termination Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. Upon termination of employment for any reason, the Executive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according to Section 5(b); and all Share Awards earned and vested prior to termination in accordance with Section 5(c). Additionally, if the Executive's employment is terminated without cause, or due to death or Disability (as defined herein), the Executive shall be entitled to receive: (a) If a Triggering Event occurs within eighteen (18) months following a Change of Control, the Company shall pay to Executive each of the following as “Severance Compensation”: greater of; (i) An a cash amount equal to 110% one hundred percent (100%) of the sum of the Executive’s 's Base Salary in place at earned during the time four (4) months immediately preceding the date of termination (herein the Triggering Event, payable as specified below"Separation Payment"); and and (ii) An amount equal the Executive's minimum entitlement to notice, pay in lieu of notice, severance pay (if applicable), vacation pay and any additional minimum entitlement pursuant to the average ESA. In the event that payment is made to the Executive pursuant to Section 6(a)(i), subject to the terms hereof and the ESA, one-half (1/2) of the Separation Payment shall be paid within thirty (30) days of the Executive’s bonuses 's termination of employment ("Initial Payment"), provided that the Executive has executed a release as outlined below; and the balance of the Separation Payment shall be paid over in substantially equal installments on the previous two fiscal years from Company's regular payroll dates beginning with the Triggering Event, payable as specified belowfirst payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's termination of employment. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then The Executive will not be entitled to any Severance Compensation and continued group insurance benefit coverage for the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be period required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance CompensationESA. No further coverage will be provided. (c) Subject It is intended that the termination provisions of this Agreement include the Executive's full entitlement to Section 13termination and/or severance pay pursuant to the ESA, and any entitlement to payment of damages at common law. No further amount of notice, severance pay, or pay in lieu of notice pursuant to the Severance Compensation ESA or at common law will be payable. In the event that the Executive's full entitlement under the ESA exceeds these contractual provisions, then those entitlements shall be paid replace these provisions and no further entitlements or payments are due to the Executive pursuant to the ESA or at common law. In no case will the total payments and provision of benefits made to the Executive in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date respect of the Triggering Event termination of his employment be less than the amount payable and entitlements due to the Required Release Date are in different calendar years, payment shall commence on Executive pursuant to the first payroll date of the second year (regardless of when the Release Effective Date occurs)ESA. (d) All Severance Compensation payments are subject to The provisions of this Agreement in respect of the usual taxes, payroll deductions termination of the Executive's employment without Cause shall remain in full force and withholdings effect throughout the period of the Executive's employment notwithstanding the length of that employment and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such addressin the Executive's employment, including changes in his/her title, position, duties, level of responsibility, reporting structure, remuneration, and location. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change in Control, (x) the Company shall terminate the Executive’s employment during the Period of ControlEmployment other than pursuant to Subsection 4(a) hereof, or (y) the Executive shall terminate the Executive’s employment during the Period of Employment pursuant to Subsection 4(b) hereof, or (z) the Executive dies during the Period of Employment, the Company shall pay to the Executive each (or the Executive’s estate, as applicable) the amount specified in Subsection 5(a)(i) hereof within five business days after the date (the “Termination Date”) that the Executive’s employment is terminated (the effective date of which shall be the following as “Severance Compensation”:date of termination or death, or such other date that may be specified by the Executive if the termination is pursuant to Subsection 4(b) hereof): (i) An In lieu of any further payments under Subsection 3(a) to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Subsection 5(b) hereof, a lump sum payment (the “Severance Payment”) in an amount equal to 110% a multiple of two (2) times the sum of (A) the Executive’s Base Salary Pay (at the highest rate in place effect during the Term prior to the Termination Date), plus (B) the Executive’s Incentive Pay (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year during the Term prior to the Termination Date). (ii) (A) for the remainder of the Period of Employment the Company shall arrange to provide the Executive with Employee Benefits identical to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay to the Executive and/or the Executive’s dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company’s retirement income, supplemental executive retirement and other benefit plans applicable to the Executive and/or the Executive’s dependents and beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Subsection 5(a)(ii) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive’s Termination Date until the expiration of the Period of Employment. (iii) In addition to all other compensation due to the Executive hereunder, the following shall occur immediately prior to the occurrence of a Change in Control: (A) all Company stock options held by the Executive prior to a Change in Control shall become exercisable, regardless of whether or not the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (B) all restrictions on any restricted securities granted by the Company to the Executive prior to a Change in Control shall be removed and the securities shall become fully vested and freely transferable, regardless of whether the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (C) the Executive shall have an immediate right to receive all performance shares or bonuses granted prior to a Change in Control, and such performance shares and bonuses shall become fully vested and freely transferable or payable without restrictions, regardless of whether or not specific performance goals set forth in the relevant agreements shall have been attained; and (D) all performance units granted to the Executive prior to a Change in Control shall become immediately payable in cash or Common Stock, at the Executive’s sole option, regardless of whether or not the relevant performance cycle has been completed, and regardless of whether any other terms and conditions of the relevant agreements shall have been satisfied in full; provided, that if the terms of any plan or agreement providing for such options, restricted securities, performance shares or bonuses, or performance units do not allow such acceleration or payment as described above, the Company shall take or cause to be taken any action required to allow such acceleration or payment or to separately pay the value of such benefits. (b) (i) Anything in this Agreement to the contrary notwithstanding, in the event a public accounting firm selected by the Executive (the “Accounting Firm”) shall determine that any payment, benefit, or distribution by the Company to the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Subsection 5(b) (a “Payment”) is subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall pay to the Executive an additional payment (a “Gross–Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and the Excise Tax imposed upon the Gross–Up Payment, the Executive retains an amount of the Gross–Up Payment equal to the Excise Tax imposed upon the Payments. (ii) Subject to the provisions of Subsection 5(b)(iii), all determinations required to be made under this Subsection 5(b), including whether and when a Gross–Up Payment is required and the amount of such Gross–Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm which shall provide detailed supporting calculations both to the Company and the Executive as soon as possible following a request made by the Executive or the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross–Up Payment, as determined pursuant to this Subsection 5(b), shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Triggering Eventinitial determination by the Accounting Firm hereunder, payable as specified below; and it is possible that Gross–Up Payments which will not have been made by the Company should have been made (ii“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Subsection 5(b)(iii) An and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount equal of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the average benefit of the Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (biii) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of The Executive shall notify the Company in a form satisfactory to writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross–Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and its counsel, which generally and unconditionally releases from all claims shall apprise the Company and its directors, officers, employees, insurers, and other affiliates (of the “General Release”) nature of such claim and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may date on which such claim is requested to be made and entered into by and between the paid. The Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay such claim prior to the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse expiration of the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty ten (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a 10)–day period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is executed and delivered and due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (A) give the Company any information reasonably requested by the Company relating to such claim, (B) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (C) cooperate with the Company in good faith to effectively contest such claim, and (D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all revocation periods costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the General Release Executive harmless, on an after–tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the “Release Effective Date”foregoing provisions of this Subsection 5(b)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided thatfurther, that if the date Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive on an interest–free basis and shall indemnify and hold the Executive harmless, on an after–tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the Triggering Event statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross–Up Payment would be payable hereunder and the Required Release Date are in different calendar yearsExecutive shall be entitled to settle or contest, payment shall commence on as the first payroll date of case may be, any other issue raised by the second year (regardless of when the Release Effective Date occurs)Internal Revenue Service or any other taxing authority. (div) All Severance Compensation payments are If, after the receipt by the Executive of an amount advanced by the Company pursuant to this Subsection 5(b), the Executive becomes entitled to receive, and receives, any refund with respect to such claim, the Executive shall (subject to the usual taxes, payroll deductions and withholdings and shall be mailed Company’s complying with the requirements of this Subsection 5(b)) promptly pay to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of any amount advanced by the Company pursuant to any changes to such address. (e) Subsection 5(b), a determination is made that the Executive shall not be entitled to any other salaryrefund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, bonusesthen such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreementto the extent thereof, the Company’s employee benefit plans or as otherwise expressly amount of Gross–Up Payment required by applicable lawto be paid.

Severance Compensation. (a) If a Triggering Event occurs within eighteen If, during the two (182) months year period following a Change of Control, PIA shall terminate Executive's employment other than by reason of Disability, Retirement or for Cause (as such terms are defined in Section 4), or if, during the Company one year period following a Change of Control, Executive shall terminate her employment for Good Reason (as such term is defined in Section 4), then (i) PIA shall pay to Executive each of the following Executive, as “Severance Compensation”: severance pay, her salary (i) An amount equal to 110% of Executive’s Base Salary in place at the rate at which Executive was being compensated immediately prior to such termination, unless Executive has resigned due to a reduction in compensation, in which case, Executive shall be paid at the rate of compensation immediately prior to such reduction) for 18 months following such termination (the "Severance Period"), provided, however that PIA's obligation to make such payments shall be subject to reduction to the extent Executive obtains full time of employment in a comparable full-time position (but shall not be subject to reduction based on consulting or similar part-time income) during the Triggering Event, payable as specified belowSeverance Period; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of extent PIA is able to obtain stop loss insurance coverage with respect to Executive during the Severance Compensation is contingent upon: (i) Executive’s executing Period, Executive shall be entitled to participate in PIA's employee health insurance plans during the Severance Period and delivering to the Company a release in favor of the Company in a form satisfactory extent PIA is not able to the Company and its counselobtain such stop loss insurance coverage, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will shall not be entitled to any Severance Compensation and the Company shall not pay participate in PIA's employee health insurance plans during the Severance Compensation; orPeriod, if such Severance Compensation has already been paidexcept to the extent permitted by COBRA, and PIA shall reimburse Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive for her COBRA premiums during the Severance Compensation. Period; (ciii) Subject PIA shall make the required premium payments to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve keep Executive's life insurance policy under PIA's general life insurance program (12) months on Employer’s regular payroll dates as in effect on the date of terminationhereof) in effect during the Severance Period, commencing at which time Executive shall cease to be entitled to participate in any life insurance plan provided by PIA, provided, however, that PIA shall cooperate with Executive at that time to make available to Executive any life insurance policy conversion options which may be available, and (iv) PIA shall make the first payroll date following required premium payments to keep Executive's long term disability insurance policy under PIA's general long term disability insurance program (as in effect on the date on hereof) and Executive's "key man" long term disability insurance policy (Policy Series 297NC-2, Policy Number 5533849, issued by Provident Life and Accident Insurance Company) in effect during the Severance Period, at which the General Release is executed and delivered and the expiration of all revocation periods time Executive shall cease to be entitled to participate in the General Release (the “Release Effective Date”); any long term disability insurance program provided thatby PIA, if the date of the Triggering Event and the Required Release Date are in different calendar yearsprovided, payment however, that PIA shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject cooperate with Executive at that time to the usual taxes, payroll deductions and withholdings and shall make available to Executive any long term disability insurance policy conversion options which may be mailed to Executive’s last known residential addressavailable. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salarybenefits following the termination of her employment except as otherwise expressly provided herein or required by law. (b) Notwithstanding the foregoing provisions of this Section 3, bonusesif the severance compensation provided in this Section 3, employee benefits either alone or together with other payments which Executive would have the right to receive from PIA, would constitute a "parachute payment," as defined in Section 280G of the Internal Revenue Code of 1986 (the "Code"), as in effect at the time of payment, such payment shall be reduced to the largest amount as will result in no portion being subject to the excise tax imposed by Section 4999 of the Code or the disallowance of a deduction by PIA pursuant to Section 280G(a) of the Code. The determination of the amount of any reduction pursuant to this paragraph, and the payments or other compensation after to which such reductions shall apply, shall be made in good faith by PIA, and such determination shall be binding on Executive. (c) Any termination by PIA pursuant to this Section 3 shall be communicated by a written notice of termination indicating the specific termination provisions in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of his Executive's employment under the provisions so indicated. No termination by PIA shall be effective for reason purposes of this Section 3 without such written notice of termination. (d) Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other than a Triggering Eventemployment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as the result of employment by any other person after the termination of employment with PIA, or otherwise, except as otherwise specifically expressly provided in this Section 3. The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish Executive's existing rights, or rights which would accrue solely as a result of the passage of time, under an Employment Agreementany benefit plan, the Company’s employee benefit plans incentive plan or as otherwise expressly required by applicable lawsecurities plan, employment agreement or other contract, plan or arrangement.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months following a Change of ControlIf, before the Contract Expiration Date, Employee's employment is terminated by the Subsidiary without cause or by Employee for good reason, then, except as provided in Paragraph 12(b), 12(c), or 12(d), the Company shall pay cause to Executive each be paid and provided to Employee base salary at the highest monthly rate payable to Employee during the Contract Period and annual bonus awards as described in Paragraph 5, to be paid at the times provided in Paragraph 5 hereof through the last to occur of (x) the expiration of six months after the effective date of the termination, and (y) the Contract Expiration Date (such last-to-occur date is hereinafter referred to as the "Severance Benefits Termination Date"); and the following as “Severance Compensation”benefits for a period of twelve months following the Contract Expiration Date: (i) An amount equal coverage under the Company's medical insurance plan, short- term disability plan, long-term disability plan, salary continuation arrangement, disability benefit arrangement, and executive life insurance benefit (provided that [he][she] became eligible to 110% of Executive’s Base Salary participate therein prior to the date [his][her] employment is terminated), each as in place at effect on the time of Change in Control Date (or, if subsequently amended to increase benefits to Employee or [his][her] dependents, as so amended) and each as if Employee's employment had continued through the Triggering Event, payable as specified belowSeverance Benefits Termination Date; and (ii) An amount coverage and service credit under the Salaried Plan and any Excess Benefit Plan maintained in connection with the Salaried Plan under which [he][she] is eligible to participate so that the aggregate benefits payable to or with respect to the Employee under the Salaried Plan and any such Excess Benefit Plan will be equal to the average aggregate benefits that would have been paid to or with respect to Employee under the Salaried Plan and any such Excess Benefit Plan if Employee's employment had continued through the Severance Benefits Termination Date. If any of Executive’s bonuses paid over the previous two fiscal years benefits to be provided under one or more of the plans, agreements, or arrangements specified above cannot be provided through that plan, agreement, or arrangement to Employee following termination of [his][her] employment, the Company shall cause the full equivalent of such benefits to Employee. For example, since it is not possible to provide additional service credit directly through the Salaried Plan, if Employee becomes entitled to an additional 18 months of service credit under the Salaried Plan pursuant to (ii) above, the Company will be required to cause payment to Employee, from its general assets or those of its Subsidiary, on each date on which Employee receives a payment from the Triggering EventSalaried Plan, payable as specified belowa supplemental payment equal to the amount by which that particular payment under the Salaried Plan would have been increased if Employee's total service credit under the Salaried Plan were 18 months greater than is actually the case. In addition, if in these circumstances any payments become due under the Salaried Plan with respect to Employee following [his][her] death, the Company will be obligated to cause similar supplemental payments with respect to Employee to be made on the dates on which payments are made with respect to Employee under the Salaried Plan. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or Notwithstanding the foregoing Restrictive Covenantsprovisions of Paragraph 15(a), then Executive will not be entitled to any Severance Compensation and the Company shall not pay cause any benefit to which Employee becomes entitled pursuant to the Severance Compensation; orprovisions of Paragraph 8 or 12(a) under the Salaried Plan or the Excess Benefit Plan including, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if event Employee is not fully vested under the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”)provisions of either, the Executive shall forfeit all rights present value of any otherwise forfeitable benefit thereunder, to receive be paid in a single sum to Employee as soon as practicable, but not more than thirty days following [his][her] termination of employment, with present value determination to be made based on actuarial factors for single sum payments set forth in the Severance CompensationSalaried Pension Plan. (c) Subject If Employee becomes entitled to Section 13compensation and benefits pursuant to Paragraph 12(a), [he][she] shall use reasonable efforts to seek other employment, provided, however, that [he][she] shall not be required to accept a position of less importance and dignity or of substantially different character than that of [his][her] position with the Severance Compensation Subsidiary, nor shall [he][she] be paid required to accept a position outside the geographic area in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect which [he][she] resides on the date Change in Control Date. The Company's and the Subsidiary's obligations under items (i) and (ii) of terminationParagraph 12 (a) will be offset by payments and benefits received by Employee from another employer to the following extent: (i) The obligation to pay any particular installment of base salary following Employee's termination will be offset, commencing with the first payroll date following on a dollar for dollar basis, by any base salary received by Employee from another employer before the date on which the General Release installment of base salary is executed and delivered payable by the Company or the Subsidiary. (ii) To the extent that Employee is provided medical, dental, or short-term or long-term disability income protection benefits by another employer during any period, the Company will be relieved of its obligation to provide such benefits to Employee. For example, if a new employer provides Employee with a medical benefits plan that pays $500.00 for a specific claim made by Employee and the expiration Company's medical insurance plan would have paid $750.00 for that claim, then the Company will be obligated to pay Employee $250.00 with respect to that claim. Other than as provided in this Paragraph 12(c), Employee shall have no duty to mitigate the amount of all revocation periods any payment or benefit provided for in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)this Agreement. (d) All Severance Compensation If during any period in which Employee is entitled to payments are subject or benefits under Paragraph 12 (a) Employee materially and willfully breaches [his][her] agreement with respect to the usual taxes, payroll deductions confidential information set forth in Paragraph 13 hereof and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep such breach directly causes the Company informed or the Subsidiary substantial and demonstrable damage, then the Company will be relieved of its obligations under Paragraph 12(a) hereof as to any changes to of the first day of the month immediately following the date of such addressmaterial breach. (e) Executive shall not be If Employee dies on or before the Severance Benefits Termination Date or, with respect to benefits, the Contract Expiration Date, and immediately before [his][her] death [he][she] is entitled to any other salary, bonuses, employee payments or benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment AgreementParagraph 12(a), the Company’s employee benefit plans Company will be relieved of its obligations under Paragraph 12 (a) with respect to base salary and bonus payments as of the first day of the month immediately following the month in which Employee dies and thereafter the Company will cause to be provided to Employee's beneficiaries and dependents salary continuation payments, benefits under any Excess Benefits Plan (as supplemented by item (ii) of Paragraph 12(a)), and continuing medical and dental benefits to the same extent (subject to reduction for payments or benefits from a new employer under Paragraph 12(c)) as otherwise expressly required by applicable lawif Employee's death had occurred while Employee was in the active employ of the Subsidiary.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change in Control, the Company shall terminate the Executive's employment during the Period of ControlEmployment other than pursuant to Section 4(a) hereof, or if the Executive shall terminate his employment pursuant to Section 4(b) hereof, the Company shall pay to the Executive each the amount specified in Section 5(a)(i) hereof within ten business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the following as “Severance Compensation”:date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 4(b) hereof): (i) An In lieu of any further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof, a lump sum payment (the "Severance Payment") in an amount equal to 110the present value (using a discount rate required to be utilized for purposes of computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so required to be used, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guaranty Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the sum of (A) the aggregate Base Pay (at the highest rate in effect during the Term prior to the Termination Date) for two years, plus (B) the aggregate Incentive Pay for two years (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year during the three calendar years preceding the year in which the Termination Date occurs); provided, however, that the Severance Payment shall be reduced so that the aggregate "present value" (as determined under Section 280G of the Code or any successor provision thereto) of the amount otherwise payable hereunder, when added to the "present value" (as determined under Section 280G of the Code or any successor provision thereto) of any other "parachute payments" (as that term is defined in Section 280G of the Code (without regard to Section 280G(b)(2)(A)(ii) thereof) or any successor provision thereto) from the Company, shall not exceed an amount (the "299% Amount") equal to 299% of the Executive’s Base Salary 's "base amount" (as that term is defined in place at the time Section 280G of the Triggering EventCode or any successor provision thereto) so that no portion of such amounts received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code if and only if such reduction produces a better net after-tax position for the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes) than the full payment of the Severance Payments and all other payments and benefits provided for in this Agreement or otherwise would have produced. (ii) The determination of whether any amount otherwise payable under Section 5(a)(i) causes the 299% Amount to be exceeded shall be made, if requested by the Executive or the Company, by tax counsel selected by the Company and reasonably acceptable to the Executive. The costs of obtaining such determination shall be borne by the Company. The fact that the Executive shall have his right to the Severance Payment reduced as a result of the existence of the limitations contained in this Section 5(a) shall not limit or otherwise affect any rights of the Executive to any Employee Benefit, or other right arising other than pursuant to this Agreement. Without limiting the generality of the foregoing, upon the Executive's termination of employment as provided in this Section 5, the Company shall pay over to him all vested benefits to which he is entitled under and in accordance with the terms of the Company's employee savings, stock ownership, supplemental executive retirement and similar Plans in the event such payments are not otherwise made in accordance with the terms of such plans. (iii) Except to the extent that the payments or benefits pursuant to this Section 5(a)(iii) would result in a reduction of the amount of the Severance Payment because they would exceed the 299% Amount, (A) for the remainder of the Period of Employment the Company shall arrange to provide the Executive with Employee Benefits substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive or his beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Section 5(a)(iii) by reason of any "welfare benefit plan" of the Company (as specified belowthe term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive's Termination Date until the expiration of the Period of Employment. (iv) Notwithstanding any provision of the Section 5(a) to the contrary, in the event the benefits intended to be provided to the Executive pursuant to Section 5(a)(iii) hereof are required to be reduced in whole or in part because the value of such Employee Benefits, when added to the amount of the Severance Payment under Section 5(a)(i), would exceed 299% Amount, the Executive shall have the option to elect to receive, in lieu of all or a portion of the Severance Payment provided in Section 5(a)(i) hereof, one or more Employee Benefits, provided that (A) prior to the receipt of any payment under Section 5(a)(i) hereof, the Executive Benefit or Employee Benefits so elected to be received, and (B) in no event shall the "aggregate present value of the payments in the nature of compensation" (as that phrase is used in Section 280G of the Code) received by the Executive as a result of the receipt of such Employee Benefits, when added to the remaining portion of the Severance Payment, if any, to be received by the Executive, exceed the 299% Amount. (v) In addition to all other compensation due to the Executive, the following shall occur immediately following the occurrence of a Change in Control: (A) all Company stock options held by the Executive prior to a Change in Control shall become fully exercisable, regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full; and (iiB) An amount equal all restrictions on any restricted Company stock granted to the average Executive prior to a Change in Control shall be removed and the stock shall be freely transferable, regardless of Executive’s bonuses paid over whether the previous two fiscal years from conditions set forth in the Triggering Event, payable as specified belowrelevant restricted stock agreements have been satisfied in full. (b) Payment Upon written notice given by the Executive to the Company prior to the receipt of any payment pursuant to Section 5(a) hereof, the Executive, at his sole option, without reduction to reflect the present value of such amounts as aforesaid, may elect to have all or any of the Severance Compensation is contingent upon: (iPayment payable pursuant to Section 5(a)(i) Executive’s executing and delivering hereof paid to him on a quarterly or monthly basis during the Company a release in favor remainder of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date Period of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance CompensationEmployment. (c) Subject to Section 13, the Severance Compensation There shall be paid no right of set-off or counterclaim in equal monthly installments over a period respect of twelve (12) months on Employer’s regular payroll dates any claim, debt or obligation against any payment to or benefit for the Executive provided for in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)this Agreement. (d) All Severance Compensation payments are subject Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the usual taxesthen-applicable Discount Rate or, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreementif lesser, the Company’s employee benefit plans or as otherwise expressly required highest rate allowed by applicable lawusury laws.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive each of the following as “Severance Compensation”amounts within five business days after the Termination Date and continue to provide to the Executive the following benefits: (i) An A lump sum payment in an amount equal to 110% three times the sum of Executive’s (A) Base Salary in place Pay (at the time of highest rate in effect for any period prior to the Triggering EventTermination Date), payable as specified below; andplus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(i)). (ii) An amount equal (A) For a period of 36 months following the Termination Date (the "Continuation Period"), the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the average Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in Section 3(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits, and (B) such Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive’s bonuses paid over , his dependents or his beneficiaries immediately prior to the previous two fiscal years from Termination Date. In addition, the Triggering EventCompany shall provide the Executive, payable as specified below.at the Executive's election, with either outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 20% of the Executive's Base Pay, or reimbursement of reasonable outplacement expenses actually incurred by the Executive, in an amount up to 15% of the Executive's Base Pay. If and to the extent that any benefit described in Subparagraph (A) or (B) of this Paragraph (b) Payment Upon the occurrence of any of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering events described in the third paragraph of Section 8 of the Company's Stock Option Plan, each stock option granted to the Company a release Executive under such Plan then outstanding but not exercisable shall immediately become and be exercisable in favor full in accordance with the terms of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) such Plan and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and applicable option agreement between the Executive Corporation and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance CompensationExecutive. (c) Subject Without limiting the rights of the Executive at law or in equity, if the Company fails to Section 13make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Severance Compensation shall Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of THE WALL STREET JOURNAL. Such interest will be paid payable as it accrues on demand. Any change in equal monthly installments over a period such prime rate will be effective on and as of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)such change. (d) All Severance Compensation payments are subject Notwithstanding any provision of this Agreement to the usual taxescontrary, payroll deductions the parties' respective rights and withholdings obligations under this Section and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep under Sections 6 and 8 will survive any termination or expiration of this Agreement or the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his the Executive's employment following a Change in Control for any reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawwhatsoever.

Severance Compensation. (a) If a Triggering Event occurs within eighteen Executive's employment is terminated pursuant to Section 4(a) (18death) months following a Change of Controlor Section 4(b) (disability), the Company shall pay to the Executive each or his estate his full Base Salary through the end of the following month of Executive's death or disability, and Executive or his estate shall be entitled to a prorated share of any bonus or benefits as “Severance Compensation”: provided under Section 3 hereof for the calendar year during which his death or disability occurred. Notwithstanding the foregoing, if (i) An amount equal Executive's employment is terminated due to 110% of Executive’s Base Salary in place at the time of the Triggering Eventa disability, payable as specified below; and and (ii) An amount equal Executive is denied all or some disability benefits under the applicable disability policy, then Executive shall be entitled to the average of Executive’s bonuses paid over the previous two fiscal years continue to receive his Base Salary from the Triggering EventCompany in accordance with Section 3(a) of this Agreement through the end of the Employment Term, payable at the same time and in the same manner as specified belowif Executive's employment had not terminated. Any disability benefits that Executive does receive shall be offset against any amounts payable to Executive pursuant to this Section. Executive agrees to cooperate fully with the Company and the disability insurance carrier with respect to any claim for disability benefits. (b) Payment of the Severance Compensation If Executive's employment is contingent upon: terminated pursuant to Section 4(c) (i) Executive’s executing and delivering to by the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”For Cause), the Executive Executive's Base Salary and all benefits under Section 3 shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period cease as of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any bonus for the calendar year during which his employment shall be terminated or at any time thereafter. In the event of termination of Executive's employment pursuant to Section 4(c) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Executive the loss and damage, if any, which shall have been suffered by the Company as a result of the acts or omissions of Executive giving rise to termination under Section 4(c). The foregoing shall not be construed to limit any cause of action, claim or other salaryrights which the Company may have against Executive in connection with such acts or omissions. (c) If Executive's employment is terminated pursuant to Section 4(d) (by the Company Other Than For Cause) prior to the end of the Employment Term, bonusesExecutive shall be entitled to continue to receive (i) his Base Salary in accordance with Section 3(a) of this Agreement, employee (ii) double the Annual Financial Performance Bonus in accordance with Section 3(b)(i) of this Agreement, and (iii) the benefits provided under Sections 3(e), 3(g) and 3(i) of this Agreement, through the end of the Employment Term, payable at the same time and in the same manner as if Executive's employment had not terminated. If for some reason the Executive is not eligible to participate in the Company's group plans, the Company shall pay the COBRA premiums associated with Executive's obtaining comparable benefits. Executive shall have no duty to seek other employment upon such termination, and if Executive does so, any income therefrom, including any amounts payable under the Consulting Agreement, shall not be credited against amounts due hereunder. (d) If Executive terminates his employment in breach of this Agreement prior to the end of the Employment Term, Executive shall as of the date of termination cease to be entitled to Base Salary, benefits or bonuses. In addition, the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due Executive any damages suffered as a result of such breach. (e) Executive acknowledges that the Company has the right to terminate Executive's employment Other Than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Executive. Accordingly, in the event of such termination, Executive shall be entitled only to the compensation after and benefits specifically provided for in this Agreement and the Consulting Agreement, if applicable, in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract. (f) Executive acknowledges that in the event of termination of his employment for reason any reason, he shall not be entitled to any severance or other than a Triggering Event, compensation from the Company except as otherwise specifically provided in this Section 5 or in the Consulting Agreement. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Executive shall not be entitled to any benefits under an Employment Agreement, the Company’s employee benefit plans any such plan or as otherwise expressly required by applicable lawpolicy.

Severance Compensation. For the performance of duties described in Section 2 below and in satisfaction of any and all claims, ICSL shall provide to ▇▇▇▇▇▇▇▇▇: (a) If a Triggering Event occurs within eighteen (18The remainder of ▇▇▇▇▇▇▇▇▇'▇ Salary due and owing to ▇▇▇▇▇▇▇▇▇ pursuant to Section 3(a) months following a Change of Control, the Company shall pay to Executive each of the following Employment Agreement through the balance of the Employment Period (as “Severance Compensation”: defined in the Employment Agreement) as and to the extent the ICSL Board of Directors determines, in its sole discretion, that funds are available therefor, with any such payments to be made in accordance with the normal payroll policies of the Company, subject to all appropriate withholding taxes, PROVIDED THAT (i) An to the extent that the aggregate amount (including any amounts withheld for taxes and any other payroll deductions authorized by ▇▇▇▇▇▇▇▇▇) paid to ▇▇▇▇▇▇▇▇▇ by the second anniversary of the Termination Date ("ACTUAL PAYMENTS") is less than $300,000 (the "BASE AMOUNT"), ▇▇▇▇▇▇▇▇▇ shall be entitled to receive, at such time as ICSL distributes CNS common stock to the ICSL stockholders, and in full satisfaction of ICSL's obligation to pay the Base Amount, shares of CNS common stock with a value equal to 110% the lesser of Executive’s (x) the difference between the Actual Payments and the Base Salary in place at the time of the Triggering Event, payable as specified belowAmount and (y) $200,000; and and (ii) An amount equal any portion of the Salary due to ▇▇▇▇▇▇▇▇▇ in excess of the Base Amount shall be paid at such time and in such manner as the Board of Directors shall determine, in its sole discretion, PROVIDED HOWEVER, that such payment shall, in all instances, be subordinate to the average claims of Executive’s bonuses all other creditors of ICSL, but shall be paid over to the previous two fiscal years from extent of assets available therefor prior to any distribution of cash, securities or other property to ICSL stockholders. For purposes of clause (i) hereof, CNS common stock shall be valued at the Triggering Event, payable Market Value thereof as specified belowsuch term is defined in the Merger Agreement. (b) Payment All health care benefits as specified in Section 3(e) of the Severance Compensation is contingent upon: Employment Agreement commencing upon the Termination Date and ending upon the earlier of (i) Executive’s executing and delivering to the Company a release September The compensation described in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates paragraphs (the “General Release”a) and (b) of this Section 1 are hereinafter referred to collectively as the General Release becoming effective without timely revocation; and (ii"SEVERANCE COMPENSATION". In addition, so long as ▇▇▇▇▇▇▇▇▇ is receiving payments under Section 1(a) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not ▇▇▇▇▇▇▇▇▇ shall be entitled to participate in any Severance Compensation and the Company shall not pay the Severance Compensation; or401(k) Plan maintained by ICSL, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxeseligibility and participation requirements of such plan, payroll deductions and withholdings and shall be mailed for so long as such plan is made available to Executive’s last known residential address. It is Executive’s ICSL's employees generally, ICSL being under no obligation to keep the Company informed as to any changes to maintain such addressa plan. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change in Control, the Company and its Subsidiaries shall terminate the Executive’s employment during the Period of ControlEmployment other than pursuant to Section 4(a) hereof, or if the Executive shall terminate his employment pursuant to Section 4(b) hereof, the Company shall pay to the Executive each the amount specified in Section 5(a)(i) hereof within five business days after the date (the “Termination Date”) that the Executive’s employment is terminated (the effective date of which shall be the following as “Severance Compensation”:date of termination or such other date that may be specified by the Executive if the termination is pursuant to Section 4(b) hereof): (i) An In lieu of any further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof, a lump sum payment (the “Severance Payment”) in an amount equal to 110% of Executive’s three times the Base Salary in place at the time Pay of the Triggering EventExecutive. (A) On the Termination Date and continuing until the earlier of (i) the expiration of the first anniversary of the Termination Date, payable as specified below; and (ii) An amount equal the Executive’s death, or (iii) the Executive’s attainment of age 65 (the “Benefits Period”), the Company shall arrange to provide the Executive with Employee Benefits (except that the Company shall not be required to grant stock options, stock purchase rights, restricted stock, or stock appreciation rights during the Benefits Period) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the average Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely due to the fact that the Executive is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Executive’s bonuses paid over , his dependents and beneficiaries, such Employee Benefits) and (B) without limiting the previous two fiscal years generality of the foregoing, the Benefits Period shall be considered service with the Company and its Subsidiaries for the purpose of service credits under the retirement income, supplemental executive retirement and other plans for Employee Benefits of the Company and its Subsidiaries applicable to the Executive or his beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Section 5(a)(ii) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Triggering Event, payable as specified belowBenefits Period. (b) Payment Upon written notice given by the Executive to the Company prior to the occurrence of a Change in Control, the Executive, at his sole option, without reduction to reflect the present value of such amounts as aforesaid, may elect to have all or any of the Severance Compensation is contingent upon: (iPayment payable pursuant to Section 5(a)(i) Executive’s executing and delivering hereof paid to him on a quarterly or monthly basis during the Company a release in favor remainder of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date Period of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance CompensationEmployment. (c) Subject to Section 13, the Severance Compensation There shall be paid no right of set-off or counterclaim in equal monthly installments over a period respect of twelve (12) months on Employer’s regular payroll dates any claim, debt or obligation against any payment to or benefit for the Executive provided for in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)this Agreement. (d) All Severance Compensation payments are subject to Without limiting the usual taxesrights of the Executive at law or in equity, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep if the Company informed as fails to make any changes payment required to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than made hereunder on a Triggering Event, except as otherwise specifically provided for under an Employment Agreementtimely basis, the Company’s employee benefit plans or as otherwise expressly required by applicable lawCompany shall pay interest on the amount thereof at an annualized rate of interest equal to eighteen percent (18%).

Severance Compensation. Upon termination of Executive’s employment prior to expiration of the Employment Period unless the Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, the Executive shall be entitled to receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to Executive’s Base Salary, as in effect as of the date of termination for the balance of the Employment Period (the “Separation Period” and the payment, the “Separation Payment”), provided that Executive (a) If a Triggering Event occurs within eighteen (18) months following a Change of Control, the executes an agreement releasing Company shall pay to Executive each of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary and its affiliates from any liability associated with this Agreement in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing form and delivering to the Company a release in favor of the Company in a form terms satisfactory to the Company and its counsel, which generally and unconditionally releases from that all claims time periods imposed by law permitting cancellation or revocation of such release by the Company and its directors, officers, employees, insurersExecutive shall have passed or expired, and (b) complies with his other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well provided in Section 13 and 14 hereof, as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”)a condition to such Separation Payment. Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation The Separation Payment shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing accordance with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject Section 12(d)(3. Subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the active employee benefit plans rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the cost of COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (x) the Executive or his eligible dependents, as otherwise expressly required by applicable lawthe case may be, ceasing to be eligible under COBRA, and (y) six (6) months following the termination date (the benefits provided under this clause (ii), the “Medical Continuation Benefits”) or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits.

Severance Compensation. If the Executive’s employment terminates, the following severance provisions will apply: (a) Except as otherwise provided in Section 3, if the Executive’s employment is terminated by the Company other than for Cause or Disability or is terminated by the Executive for Good Reason, during the period of one (1) year commencing on the Termination Date (“Payment Term”), the Company shall: (i) pay to the Executive within thirty (30) days following the Termination Date a single lump sum payment in an amount equal to one (1) times his annual Base Salary in effect on the Termination Date (or if such annual Base Salary has decreased during the one year period ending on the Termination Date, at the highest rate in effect during such period, less all withholding and similar requirements; (ii) pay to the Executive within thirty (30) days following the Termination Date a single lump sum payment equal to one (1) times the Executive’s Annual Bonus at the highest rate in effect during the prior three (3) year period, plus the sum of any accrued Annual Bonus earned in the year prior but unpaid at the Termination Date, less all withholding and similar requirements; (iii) for the entire Payment Term, pay to the Executive the entire cost of the premiums for continued medical coverage in accordance with Code Section 4980(B) (“COBRA”) and continue in effect the long-term disability protection and any life insurance protection being provided to the Executive immediately prior to the Termination Date; (iv) for the entire Payment Term, continue to pay the automobile allowance; and (v) pay for executive outplacement services for the Executive from a nationally recognized executive outplacement firm at the level provided for the most senior executives for a one-year period commencing on the Termination Date. Notwithstanding the foregoing, if the Company is a “public company” within the meaning of Code Section 409A (“Section 409A”), any amounts payable to the Executive during the first six months and one day following the date of termination pursuant to this Section 6(a) which are “deferred compensation” under Section 409A and the U.S. Treasury Regulations thereunder, after taking into account any exceptions under Treasury Regulation Section 1.409A-1(b)(9)(iii), will be deferred until the date which is six months and one day following such termination, and if any such payments are required to be so deferred the first payment will be in an amount equal to the total amount to which the Executive would otherwise have been entitled during the period following the date of termination of employment if deferral had not been required. (b) If a Triggering Event the Executive’s employment with the Company is terminated by reason of the Executive’s death or Disability, the Executive or the Executive’s surviving spouse shall be entitled to receive (i) the Base Salary and Annual Bonus accrued in the year prior to the year in which the death or Disability occurs within eighteen and unpaid to the date of death or Disability, (18ii) months following a Change any amounts payable under any employee benefit plan of Controlthe Company in accordance with the terms of such plan, and (iii) if the Executive and/or the Executive’s surviving spouse and dependents properly elect continued medical coverage in accordance with COBRA, the Company shall pay to Executive each the entire cost of the premiums for such continued medical coverage for the longer of (A) the maximum required period of coverage under Code Section 4980B(f) or (B) thirty-six (36) months. (c) If the Executive’s employment is terminated by the Company for Cause or terminated by the Executive other than for Good Reason, then no further compensation or benefits will be provided to the Executive by the Company under this Agreement following as “Severance Compensation”the Termination Date other than payment of compensation earned to the Termination Date but not yet paid. This Subsection 2(c) shall not be interpreted to deny the Executive any benefits to which the Executive may be entitled under any plan or arrangement of the Company applicable to the Executive. (d) If the Executive’s employment is terminated: (i) An amount equal to 110% by reason of the Executive’s Base Salary in place at the time of the Triggering Event, payable as specified belowdeath or Disability; andor (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to by the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into than for Cause or by and between the Executive and for Good Reason; the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to become fully vested in all outstanding stock options, restricted stock, restricted stock units or similar awards and any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive award shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed then and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over thereafter fully exercisable for a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Termination Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Notwithstanding anything contained in this Agreement to the contrary, if the Executive shall materially breaches any of the Executive’s obligations under Sections 6 or 7 hereof, and such breach is not be entitled substantially cured in all material respects within thirty (30) days after the Board gives written notice thereof to any other salarythe Executive, bonuses, employee benefits no further severance payments or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for benefits will be payable to the Executive under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawthis Section 2.

Severance Compensation. (a) If In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (or Executive’s estate) such portions of Executive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination, and in any event in accordance with applicable law. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Triggering Event occurs within eighteen Good Reason or (18ii) months following a Change of Controlby the Company without Cause, the Company shall pay to Executive each the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months, or for eighteen (18) months if such termination occurs during the twelve (12) month period following a Corporate Change (the “Protected Period”), following Executive’s termination of employment (as applicable, the following as “Severance CompensationPeriod”:). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and, to the extent applicable, nonrevocation of a standard separation and general release of claims agreement, substantially in the form attached hereto as Exhibit A (the “Release”), which Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s termination of employment. The severance benefits shall be paid or commence, as applicable, on the first payroll period following the date the Release becomes effective (the “Payment Date”). Notwithstanding the foregoing, if the 60th day following Executive’s termination occurs in the calendar year following the date on which Executive’s employment terminates, then the Payment Date shall be no earlier than January 1 of such subsequent calendar year. (i) An amount equal The Company shall continue to 110% of pay Executive his base salary for the Severance Period in accordance with the Company’s payroll practice. The payments will commence on the Payment Date, provided that the first installment will include all amounts that otherwise would have been paid to Executive from the date his employment terminates through the Payment Date. Notwithstanding the foregoing, if Executive’s Base Salary termination of employment occurs during the Protected Period, the Company shall pay Executive his base salary for the Severance Period in place at a lump sum on the time of the Triggering Event, payable as specified below; andPayment Date. (ii) An Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, the Company shall pay Executive an amount equal to one and one-half times his target annual bonus, described in Section 3(b) hereof, for the average year in which the termination of employment occurs, which total amount shall be payable in a lump sum on the Payment Date. (iii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, one hundred percent (100%) of Executive’s bonuses paid over outstanding unvested equity awards granted under the previous two fiscal years from the Triggering Event, payable as specified belowCompany’s equity and long-term incentive plan(s) prior to his termination shall vest immediately. (biv) Payment The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement premium as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, commencing with the first payroll date following the date on which the General Release is executed and delivered subject to applicable law and the expiration terms of all revocation periods in the General Release (the “Release Effective Date”)respective policies; provided thatthat the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)COBRA) required by Federal law. (dc) All Severance Compensation payments are subject to In the usual taxes, payroll deductions and withholdings and shall be mailed to event that Executive’s last known residential address. It employment hereunder is Executive’s obligation to keep the Company informed as to any changes to such address. terminated (ei) by Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering EventGood Reason, or (ii) by the Company for Cause, or (iii) as a result of Executive’s death or Disability, then the Company will pay to Executive the Accrued Obligations. The Company shall have no obligation to pay Executive (or Executive’s estate) any other compensation following such termination except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawin Section 4(a).

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change in Control, the Company shall terminate the Executive's employment during the Period of ControlEmployment other than pursuant to Section 4(a) hereof, or if the Executive shall terminate the Executive's employment pursuant to Section 4(b) hereof, the Company shall pay to the Executive each the amount specified in Section 5(a)(i) hereof within five (5) business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the following as “Severance Compensation”:date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 4(b) hereof): (i) An In lieu of any further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof, a lump sum payment (the "Severance Payment") in an amount equal to 110the present value (using a discount rate required to be utilized for purposes of computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so required to be used, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guaranty Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of 200% the sum of (A) the aggregate Base Pay (at the highest rate in effect during the Term prior to the Termination Date) plus (B) the aggregate Incentive Pay (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year during the Term but prior to the year in which the Termination Date occurs); provided, however, that if the amount otherwise payable hereunder is a "parachute payment" (as determined under Section 280G of the Code or any successor provision thereto), then in no event will the "present value" (as determined under Section 280G of the Code or any successor provision thereto) of the amount otherwise payable hereunder, when added to the "present value" (as determined under Section 280G of the Code or any successor provision thereto) of any other "parachute payments" (as that term is defined in Section 280G of the Code or any successor provision thereto) from the Company, exceed an amount (the "299% Amount") equal to 299% of the Executive’s Base Salary 's "base amount" (as that term is defined in place at the time Section 280G of the Triggering EventCode (without regard to Section 280G(b)(2)(A)(ii) thereof) or any successor provision thereto) and if the amount otherwise payable hereunder would exceed the 299% Amount, the Severance Payment shall be reduced to the extent necessary so that the aggregate present value determined in the previous clause does not exceed the 299% Amount. (ii) The determination of whether any amount otherwise payable under Section 5(a)(i) is a "parachute payment" and causes the 299% Amount to be exceeded shall be made, if requested by the Executive or the Company, by the Company's public accounting firm (the "Accounting Firm"). The costs of obtaining such determination shall be borne by the Company. The fact that the Severance Payment shall be reduced as specified belowa result of the existence of the limitations contained in this Section 5(a) shall not limit or otherwise affect any rights of the Executive to any Employee Benefit, or other right arising other than pursuant to this Agreement. Without limiting the generality of the foregoing, upon the Executive's termination of employment under the circumstances described in this Section 5, the Company shall (upon request of the Executive) pay over to the Executive all vested benefits to which the Executive is entitled under and in accordance with the terms of the Company's employee savings, stock ownership, supplemental executive retirement and similar plans in the event such payments are not otherwise made in accordance with the terms of such plans. (iii) Except to the extent that the payments or benefits pursuant to this Section 5(a)(iii) would result in a reduction of the amount of the Severance Payment because they would exceed the 299% Amount, (A) for a period of two (2) years immediately following the Termination Date the Company shall arrange to provide the Executive with Employee Benefits substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay to the Executive and/or the Executive's dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the two (2) year period referred to above shall be considered service with the Company for the purpose of service credits under the Company's retirement income, supplemental executive retirement and other benefit plans applicable to the Executive and/or the Executive's dependents and beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Section 5(a)(iii) by reason of any "welfare benefit plan" of the Company (as the term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive's Termination Date until the expiration of the two (2) year period referred to above. (iv) Notwithstanding any provision of this Section 5(a) to the contrary, in the event the benefits intended to be provided to the Executive pursuant to Section 5(a)(iii) hereof are required to be reduced in whole or in part because the value of such Employee Benefits, when added to the amount of the Severance Payment under Section 5(a)(i), would be "parachute payments" that exceed the 299% Amount, the Executive shall have the option to elect to receive, in lieu of all or a portion of the Severance Payment provided in Section 5(a)(i) hereof, one or more Employee Benefits, provided, that (A) prior to the receipt of any payment under Section 5(a)(i) hereof, the Executive gives the Company notice of such election specifying the Employee Benefit or Employee Benefits so elected to be received, and (B) in no event shall the "aggregate present value of the payments in the nature of compensation" (as that phrase is used in Section 280G of the Code) received by the Executive as a result of the receipt of such Employee Benefits, when added to the remaining portion of the Severance Payment, if any, to be received by the Executive, exceed the 299% amount. (v) In addition to all other compensation due to the Executive, the following shall occur immediately following the occurrence of a Change in Control: (A) all Company stock options held by the Executive prior to a Change in Control shall be exercisable, regardless of whether or not the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (B) all restrictions on any restricted securities granted by the Company to the Executive prior to a Change in Control shall be removed and the securities shall be fully vested and freely transferable, regardless of whether the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (C) the Executive shall have an immediate right to receive all performance shares granted prior to a Change in Control, and such performance shares shall be fully vested and freely transferable without restrictions, regardless of whether or not specific performance goals set forth in the relevant agreements shall have been attained; and (iiD) An amount equal all performance units granted to the average Executive prior to a Change in Control shall be immediately payable in cash or Common Stock, at the Executive's sole option, regardless of Executive’s bonuses paid over whether or not the previous two fiscal years from relevant performance cycle has been completed, and regardless of whether any other terms and conditions of the Triggering Event, payable as specified belowrelevant agreements shall have been satisfied in full. (b) Payment Upon written notice given by the Executive to the Company prior to the receipt of any payment pursuant to Section 5(a) hereof, the Executive, at the Executive's sole option, without reduction to reflect the present value of such amounts as aforesaid, may elect to have all or any of the Severance Compensation is contingent upon: (iPayment payable pursuant to Section 5(a)(i) Executive’s executing and delivering hereof paid to the Company Executive on a release in favor quarterly or monthly basis during the remainder of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date Period of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance CompensationEmployment. (c) Subject to Section 13, the Severance Compensation There shall be paid no right of set-off or counterclaim in equal monthly installments over a period respect of twelve any claim, debt or obligation against any payment to or benefit (12including Employee Benefits) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are Executive provided for in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)this Agreement. (d) All Severance Compensation payments are subject Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the usual taxesthen-applicable Discount Rate or, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreementif lesser, the Company’s employee benefit plans or as otherwise expressly required highest rate allowed by applicable lawusury laws.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months following a Change Upon termination of ControlExecutive’s employment prior to expiration of the Employment Period unless the Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, the Executive shall be entitled to receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company shall pay to Executive each of during the following as “Severance Compensation”: (i) An period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to 110% of Executive’s Base Salary during the prior two weeks (the “Separation Period”), as in place at the time effect as of the Triggering Eventdate of termination (the “Separation Payment”), payable as specified below; and provided that Executive (iia) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years executes an agreement releasing Company and its affiliates from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing any liability associated with this Agreement in form and delivering to the Company a release in favor of the Company in a form terms satisfactory to the Company and its counsel, which generally and unconditionally releases from that all claims time periods imposed by law permitting cancellation or revocation of such release by the Company and its directors, officers, employees, insurersExecutive shall have passed or expired, and (b) complies with his other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well provided in Section 12 and 13 hereof, as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between a condition to such Separation Payment. Subject to anything to the Executive and the Company after the date of this Agreement, whether contained contrary in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”Section 11(d)(3), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation Separation Payment shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing accordance with the first customary payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date practices of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject Company. Subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the active employee benefit plans rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the cost of COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (x) the Executive or his eligible dependents, as otherwise expressly required by applicable lawthe case may be, ceasing to be eligible under COBRA, and (y) six (6) months following the termination date (the benefits provided under this clause (ii), the “Medical Continuation Benefits”) or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits.

Severance Compensation. Upon termination of Executive’s employment prior to expiration of the Employment Period unless Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, then: (a) If a Triggering Event occurs within eighteen (18) months following a Change Executive shall be entitled to receive any and all reasonable expenses paid or incurred by Executive in connection with and related to the performance of Control, his duties and responsibilities for the Company shall pay to Executive each of during the following as “Severance Compensation”: (i) An period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to 110% of Executive’s Base Salary during the prior six (6) months (the “Separation Period”), as in place at the time effect as of the Triggering Eventdate of termination (the “Separation Payment”), payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years provided that Executive executes an agreement releasing Company and its affiliates from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing any liability associated with this Agreement in form and delivering to the Company a release in favor of the Company in a form terms satisfactory to the Company and its counsel, which generally and unconditionally releases from that all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocationtime periods imposed by law permitting cancellation or revocation of such release by Executive shall have passed or expired; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between subject to anything to the Executive and the Company after the date of this Agreement, whether contained contrary in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”Section 11(d)(3), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation Separation Payment shall be paid in equal monthly installments over a period in accordance with the customary payroll practices of the Company; and (b) Subject to Executive’s (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company will pay, or reimburse Executive, the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earliest of: (x) Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, and (y) twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the termination date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the benefits provided under this clause (b), the “Release Effective DateMedical Continuation Benefits”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed or until such time as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee obtain reasonably equivalent benefits from subsequent employment or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawspousal benefits.

Severance Compensation. If, at any time prior to the expiration of the Employment Period, the Company terminates Executive without Cause (aas defined below) If a Triggering Event occurs within eighteen or Executive terminates his employment with Good Reason (18) months following a Change of Controlas defined below), then the Company shall pay to Executive each or provide all of the following as “Severance Compensation”to Executive: (ia) An Executive shall be entitled to (1) reimbursement of any and all business expenses paid or incurred by Executive through the termination date, pursuant to Section 9 below, (2) receipt of any accrued but unused paid time off through the termination date in accordance with Company policy, as in effect as of the date of termination, (3) receipt of any earned but unpaid Base Salary accrued through Executive’s last date of employment with the Company, and (4) receipt of an amount equal to 110% a portion of the Executive’s Base Salary, as set forth in Section 6(c) below (all of these payments are collectively the “Separation Payment”), provided that to be eligible to be paid the Base Salary portion of the Separation Payment described in Section 6(a)(4), Executive must execute an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation or revocation of such release by Executive shall have passed or expired; and (b) Subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), the Company will pay the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earliest of (i) Executive and his eligible dependents, as the case may be, ceasing to be eligible under COBRA, or (ii) twelve (12) months following the termination date (the benefits provided under this Section 6(b), the “Medical Continuation Benefits”) or until such time as Executive shall obtain reasonably equivalent benefits for him and his eligible dependents from subsequent employment or spousal benefits. (c) The Base Salary portion of the Separation Payment described in Section 6(a)(4) above shall be the remaining salary that would otherwise be paid to Executive for the remainder of the Employment Period, but in no event shall this amount be less than twelve (12) months of Executive’s Base Salary (at the rate that was in place effect at the time of termination). Such Base Salary portion shall be paid at such time and in such manner as such Base Salary would have been paid had Executive remained employed in accordance with the Triggering Eventcustomary payroll practices of the Company, payable as specified below; and (ii) An amount equal except that, to the average extent Executive becomes entitled to a Separation Payment on account of Executive’s bonuses paid over the previous two fiscal years a separation from the Triggering Event, payable as specified below. service that occurs within 120 days after a Change of Control (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company extent such Change of Control meets the requirements for a release change in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations control event under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”Section 409A), the Executive Base Salary portion of such Separation Payment shall forfeit be payable in a lump sum within 60 days following such separation from service subject to all rights other terms and conditions herein. Notwithstanding anything herein to receive the Severance Compensation. (c) Subject to Section 13contrary, in the Severance Compensation event that the period in which a release agreement could be considered and become irrevocable spans two taxable years, any Separation Payment that becomes payable hereunder shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods or commence in the General Release (the “Release Effective Date”); provided that, if the date later of the Triggering Event and the Required Release Date are in different calendar two taxable years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions all other terms and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such addressconditions herein. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive each of the following as “Severance Compensation”amounts within five business days after the Termination Date and continue to provide to the Executive the following benefits: (i) An A lump sum payment in an amount equal to 110% the sum of Executive’s (A) Base Salary Pay, plus (B) Incentive Pay (determined in place at accordance with the time of the Triggering Event, payable as specified below; andstandards set forth in Section 1(h)). (ii) An (A) For a period of 12 months following the Termination Date (the "Continuation Period"), the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in Section 3(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits, and (B) such Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the retirement income, supplemental executive retirement and other benefit plans of the Company or Subsidiary applicable to the Executive, his dependents or his beneficiaries immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination or denial described in Section 3(b)(ii)). If and to the extent that any benefit described in subsection (A) or (B) of this Section 4(a)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits along with, in the case of any benefit described in subsection (A) of this Section 4(a)(ii) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any Subsidiary, an additional amount such that after payment by the Executive, or his dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Without otherwise limiting the average purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to subsection (A) of this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive’s bonuses paid over 's Termination Date, and any such benefits actually received by the previous two fiscal years from Executive shall be reported by the Triggering Event, payable as specified belowExecutive to the Company. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing The parties' respective rights and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as Section 4 and under Section 5 will survive any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date termination or expiration of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date termination of the Triggering Event and the Required Release Date are Executive's employment following a Change in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Control. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If the Executive incurs a Triggering Event occurs within eighteen (18Separation from Service pursuant to Section 3(a) months following a Change of Controlor Section 3(b) that entitles the Executive to severance benefits hereunder, the Company shall will pay to the Executive each of (or other Person as appropriate) as severance benefits the following as “Severance Compensation”: (i) An amount equal appropriate amounts described on Annex A and will continue to 110% of Executive’s Base Salary in place provide to the Executive the continuing and other benefits described on Annex A at the time of times and for the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified belowperiods described therein. (b) Payment Without limiting the rights of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the Company a release so-called composite “prime rate” as quoted from time to time during the relevant period in favor the Midwest Edition of the Company The Wall Street Journal. Any change in a form satisfactory to the Company such prime rate will be effective on and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after of the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationchange. (c) Subject If the Executive incurs a Separation from Service pursuant to Section 133(a) or Section 3(b) that entitles the Executive to severance benefits hereunder, notwithstanding anything to the contrary contained in this Agreement or in the CTS Corporation Management Incentive Plan, the Severance Compensation shall be paid Company will pay in cash to the Executive a lump sum amount equal monthly installments over a period of twelve to (12a) months on Employerthe Executive’s regular payroll dates target incentive pay for Executive’s position under the CTS Corporation Management Incentive Plan for the year in effect which the Executive’s Separation from Service occurs, and (b) prorated on the date basis of termination, commencing with the first payroll date following ratio of the date on number of months of the Executive’s participation during the applicable performance period to which the General Release is executed and delivered and incentive pay related to the expiration aggregate number of all revocation periods months in the General Release (the “Release Effective Date”); provided thatsuch performance period, if taking into account service rendered through the date of the Triggering Event and the Required Release Date are in different calendar years, Executive’s Separation from Service. Such payment shall commence be made as soon as practicable but not more than 90 days after the date of the Executive’s Separation from Service; provided, however, that if the Executive is a Specified Employee such payment shall be made on the first payroll day of the seventh month following the date of the second year (regardless of when the Release Effective Date occurs)Executive’s Separation from Service. (d) All Severance Compensation payments are subject Notwithstanding anything to the usual taxescontrary contained in this Agreement or in any applicable plan, payroll deductions program or agreement, immediately upon the occurrence of a Change in Control, all equity awards (including restricted stock awards, stock options and withholdings appreciation rights) held by the Executive will become fully vested and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as any risk of forfeiture and prohibitions or restrictions on transfer pertaining to any changes restricted shares granted to such addressthe Executive will lapse and all stock options held by the Executive will become fully exercisable. (e) Executive shall not be entitled Notwithstanding any provision of this Agreement to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreementthe contrary, the Companyparties’ respective rights and obligations under this Section 4 and under Sections 5, 7 and 8 will survive any termination or expiration of this Agreement or the Executive’s employee benefit plans or as otherwise expressly required by applicable lawSeparation from Service following a Change in Control for any reason whatsoever.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months following a Change the Company terminates the Executive's employment during the term of Controlthis Agreement other than pursuant to Section 8(a), or if the Executive terminates his employment pursuant to Section 8(b), the Company shall pay to the Executive each of the following as “Severance Compensation”amounts within thirty (30) business days after the Termination Date and continue to provide to the Executive the following benefits: (i) An A lump sum payment in an amount equal to 110% of Executive’s three (3) times the Base Salary in place at the time of the Triggering Event, payable as specified below; andPay; (ii) An amount equal For a period of two years following the Termination Date (the "Continuation Period"), the Company shall arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the average Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in Section 8(b)(ii)), except that the level of Executive’s bonuses paid over any such Employee Benefits to be provided to the previous two fiscal years from Executive may be reduced in the Triggering Event, payable as specified below.event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits. If and to the extent that (b) Payment Without limiting the rights of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company shall pay interest on the amount or value thereof at an annualized rate of interest equal to the Company a release so-called composite "prime rate" as quoted from time to time during the relevant period in favor the Northeast Edition of the Company The Wall Street Journal. Such interest shall be payable as it accrues on demand. Any change in a form satisfactory to the Company such prime rate shall be effective on and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after of the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationchange. (c) Subject Notwithstanding any provision of this Agreement to Section 13the contrary, the Severance Compensation parties' respective rights and obligations under this Section 6, Section 9 and Sections 10 through 25 shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the survive any termination or expiration of all revocation periods in this Agreement or the General Release (the “Release Effective Date”); provided that, if the date termination of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his 's employment for any reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawwhatsoever.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change in Control, the Company shall terminate the Executive's employment during the Period of ControlEmployment other than pursuant to Section 4(a) hereof, or if the Executive shall terminate his employment pursuant to Section 4(b) hereof, the Company shall pay to the Executive each the amount specified in Section 5(a)(i) hereof within ten business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the following as “Severance Compensation”:date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 4(b) hereof): (i) An In lieu of any further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof, a lump sum payment (the "Severance Payment") in an amount equal to 110the present value (using a discount rate required to be utilized for purposes of computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so required to be used, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guaranty Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the sum of (A) the aggregate Base Pay (at the highest rate in effect during the Term prior to the Termination Date) for three years, plus (B) the aggregate Incentive Pay for three years (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year during the three calendar years preceding the year in which the Termination Date occurs); provided, however, that the Severance Payment shall be reduced so that the aggregate "present value" (as determined under Section 280G of the Code or any successor provision thereto) of the amount otherwise payable hereunder, when added to the "present value" (as determined under Section 280G of the Code or any successor provision thereto) of any other "parachute payments" (as that term is defined in Section 280G of the Code (without regard to Section 280G(b)(2)(A)(ii) thereof) or any successor provision thereto) from the Company shall not exceed an amount (the "299% Amount") equal to 299% of the Executive’s Base Salary 's "base amount" (as that term is defined in place at the time Section 280G of the Triggering EventCode or any successor provision thereto) so that no portion of such amounts received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code if and only if such reduction produces a better net after-tax position for the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes) than the full payment of the Severance Payments and all other payments and benefits provided for in this Agreement or otherwise would have produced. (ii) The determination of whether any amount otherwise payable under Section 5(a)(i) causes the 299% Amount to be exceeded shall be made, if requested by the Executive or the Company, by tax counsel selected by the Company and reasonably acceptable to the Executive. The costs of obtaining such determination shall be borne by the Company. The fact that the Executive shall have his right to the Severance Payment reduced as a result of the existence of the limitations contained in this Section 5(a) shall not limit or otherwise affect any rights of the Executive to any Employee Benefit, or other right arising other than pursuant to this Agreement. Without limiting the generality of the foregoing, upon the Executive's termination of employment as provided in this Section 5, the Company shall pay over to him all vested benefits to which he is entitled under and in accordance with the terms of the Company's employee savings, stock ownership, supplemental executive retirement and similar Plans in the event such payments are not otherwise made in accordance with the terms of such plans. (iii) Except to the extent that the payments or benefits pursuant to this Section 5(a)(iii) would result in a reduction of the amount of the Severance Payment because they would exceed the 299% Amount, (A) for the remainder of the Period of Employment the Company shall arrange to provide the Executive with Employee Benefits substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive or his beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Section 5(a)(iii) by reason of any "welfare benefit plan" of the Company (as specified belowthe term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive's Termination Date until the expiration of the Period of Employment. (iv) Notwithstanding any provision of the Section 5(a) to the contrary, in the event the benefits intended to be provided to the Executive pursuant to Section 5(a)(iii) hereof are required to be reduced in whole or in part because the value of such Employee Benefits, when added to the amount of the Severance Payment under Section 5(a)(i), would exceed 299% Amount, the Executive shall have the option to elect to receive, in lieu of all or a portion of the Severance Payment provided in Section 5(a)(i) hereof, one or more Employee Benefits, provided that (A) prior to the receipt of any payment under Section 5(a)(i) hereof, the Executive Benefit or Employee Benefits so elected to be received, and (B) in no event shall the "aggregate present value of the payments in the nature of "compensation" (as that phrase is used in Section 280G of the Code) received by the Executive as a result of the receipt of such Employee Benefits, when added to the remaining portion of the Severance Payment, if any, to be received by the Executive, exceed the 299% Amount. (v) In addition to all other compensation due to the Executive, the following shall occur immediately following the occurrence of a Change in Control: (A) all Company stock options held by the Executive immediately prior to a Change in Control, but excluding the Company stock option granted to the Executive with respect to 50,000 shares pursuant to the Southwest Bancorporation of Texas, Inc. 1996 Stock Option Plan on June 4, 2002, shall become fully exercisable, regardless of whether the vesting conditions set forth in the relevant stock option agreements have been satisfied in full; and (iiB) An amount equal all restrictions on all restricted Company stock grants to the average Executive outstanding immediately prior to a Change in Control, but excluding the restricted Company stock grant to the Executive with respect to 50,000 Restricted Shares made pursuant to the Southwest Bancorporation of Executive’s bonuses paid over Texas, Inc. Restricted Stock Plan on June 4, 2002, shall be removed and the previous two fiscal years from stock shall be freely transferable, regardless of whether the Triggering Event, payable as specified belowconditions set forth in the relevant restricted stock agreements have been satisfied in full. (b) Payment Upon written notice given by the Executive to the Company prior to the receipt of any payment pursuant to Section 5(a) hereof, the Executive, at his sole option, without reduction to reflect the present value of such amounts as aforesaid, may elect to have all or any of the Severance Compensation is contingent upon: (iPayment payable pursuant to Section 5(a)(i) Executive’s executing and delivering hereof paid to him on a quarterly or monthly basis during the Company a release in favor remainder of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date Period of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance CompensationEmployment. (c) Subject to Section 13, the Severance Compensation There shall be paid no right of set-off or counterclaim in equal monthly installments over a period respect of twelve (12) months on Employer’s regular payroll dates any claim, debt or obligation against any payment to or benefit for the Executive provided for in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)this Agreement. (d) All Severance Compensation payments are subject Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the usual taxesthen-applicable Discount Rate or, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreementif lesser, the Company’s employee benefit plans or as otherwise expressly required highest rate allowed by applicable lawusury laws.

Severance Compensation. (a) If a Triggering Event occurs your employment is terminated either by you with Good Reason within eighteen (18) 12 months following a Change of Control, or by the Company shall pay without Cause within 3 months preceding or within 12 months following a Change of Control, subject to Executive each of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s your executing and delivering to the Company Company, and not revoking, a release in favor of the Company claims in a form satisfactory acceptable to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and within the General Release becoming effective without timely revocation; and 30-day period following your termination of employment: (iia) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained will pay you severance in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specificallyamount equal to 12 months of your then current annual base salary, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid payable in equal monthly installments over a period of twelve 12 months (12the “Severance Period”) in accordance with the Company’s payroll practices, commencing on your termination of employment; (b) if you have been continuously employed by the Company for less than one year as of the date your employment terminates, the vesting schedule of any equity awards of the Company held by you shall automatically be amended to state that all of the options subject to such equity award(s) scheduled to vest within 12 months of the date of your termination shall immediately accelerate and become fully vested; (c) if you have been continuously employed by the Company for at least one year as of the date your employment terminates, all of the outstanding unvested equity awards of the Company held by you shall become fully vested and, if applicable, exercisable as of the date of your termination; and (d) If you timely elect continued group medical and dental insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse you for a portion of the applicable premiums, based on Employer’s regular payroll dates in effect the then-current cost-sharing rates for active employees, for you and your eligible dependents during the period commencing on the date of terminationyour termination of employment and ending on the earliest to occur of (a) the final day of the Severance Period, commencing with the first payroll date following (b) the date on which you and/or your eligible dependents are no longer eligible for COBRA, and (c) the General Release is executed date you become eligible to receive medical insurance coverage from a subsequent employer (and delivered and you agree to notify the expiration Company of all revocation periods in such eligibility). Notwithstanding the General Release (the “Release Effective Date”); provided thatforegoing, if the date Company determines that it cannot provide such reimbursement of premiums to you without potentially violating applicable law, the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to a portion of the Triggering Event applicable premiums, based on then-current cost-sharing rates for active employees, which payment will be made regardless of whether you elect COBRA continuation coverage and will commence in the Required Release Date are month following the month in different calendar years, payment shall commence which your termination of employment occurs and end on the first payroll date earliest to occur of (x) the final day of the second year Severance Period, (regardless y) the date you and/or your eligible dependents are no longer eligible for COBRA, and (z) the date you become eligible to receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of when the Release Effective Date occurssuch eligibility). (d) All Severance Compensation payments are subject . Notwithstanding anything herein to the usual taxescontrary, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep in the Company informed event that any compensation or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 409A (as to any changes to defined below) becomes payable upon the occurrence of a Change of Control, such address. (e) Executive compensation or benefit shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination paid unless such Change of his employment for reason other than Control constitutes a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, “change in control event” within the Company’s employee benefit plans or as otherwise expressly required by applicable law.meaning of Section 409A.

Severance Compensation. (a) If In consideration of Executive's execution of this Agreement, Executive shall receive a Triggering Event occurs within eighteen lump sum payment equal to Two Hundred Seventy-Three Thousand and No/100 Dollars (18$273,000.00) months following (the "Severance Payment I"), which shall be payable to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a Change lump sum payment equal to Sixteen Thousand Two Hundred Forty-Five and No/100 Dollars ($16,245.00) payable contemporaneously with the initial payment of ControlSeverance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Company shall pay to Corporation will reimburse Executive each of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal for unreimbursed business expenses incurred by Executive prior to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified belowTermination Date in accordance with customary Corporation practices. (b) Payment In the event that a "Change of Control" (as such term was defined in the Severance Compensation is contingent upon: (iEmployment Agreement) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of consummated at any time within twelve (12) months on Employer’s regular payroll dates in effect on after the Termination Date, then the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of terminationsuch transaction. Notwithstanding the preceding sentence, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to a Success Fee resulting from any other salary, bonuses, employee benefits securities offering or other compensation after termination fund-raising conducted by or for the benefit of his employment for reason other the Corporation. Executive shall not be entitled to receive more than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawone (1) Success Fee.

Severance Compensation. If the Executive's employment terminates, the following severance provisions will apply: (a) If the Executive's employment is terminated by the Company other than for Cause or is terminated by the Executive for Good Reason, then for a Triggering Event occurs within eighteen period of one (181) months following a Change of Controlyear commencing on the Executive's termination date ("Payment Term"), the Company shall pay to Executive each of the following as “Severance Compensation”shall: (i) An amount pay to the Executive within thirty (30) days following his termination of employment a single sum payment equal to 110% of Executive’s one (1) times his annual Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with such termination of employment (or if such annual Base Salary has decreased during the first payroll date following the date one year period ending on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event Executive's termination of employment, at the highest rate in effect during such period); (ii) pay to the Executive within thirty (30) days following his termination of employment a single sum payment equal to one (1) times his Annual Bonus at the highest rate in effect during the prior three year period, , plus the sum of any Annual Bonus earned but unpaid at the date of such termination of employment; (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life and long-term disability insurance protection under policies obtained by the Required Release Date are in different calendar yearsExecutive), payment shall commence being provided to the Executive immediately prior to the Executive's termination of employment, or if any of such benefits have decreased during the one year period ending on the first payroll Executive's termination of employment, at the highest level in effect during such one year period; (iv) continue to pay the automobile allowances as provided in Subsections 5(e) hereof; and (v) pay for executive outplacement services for the Executive from a nationally recognized executive outplacement firm at the level provided for the most senior executives, provided that such outplacement services will be provided for a one year period commencing on the date of the second year (termination of employment regardless of when the Release Effective Date occursPayment Term. (b) If the Executive's employment with the Company is terminated by reason of the Executive's death or Disability during the Employment Term, the Executive or his surviving spouse shall be entitled to receive (i) the Base Salary and Annual Bonus accrued and unpaid to the date of death or Disability, (ii) any amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan, and (iii) if the Executive and/or his surviving spouse and dependents properly elect continued medical coverage in accordance with Code Section 4980B ("COBRA"), the Company shall pay the entire cost of the premiums for such continued medical coverage for the longer of (A) the maximum required period of coverage under Code Section 4980B(f) or (B) thirty-six (36) months. (c) If the Executive's employment hereunder is terminated by the Company for Cause or terminated by the Executive other than for Good Reason, then no further compensation or benefits will be provided to the Executive by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 19 hereof, this Subsection 7(c) shall not be interpreted to deny the Executive any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Executive. (d) All Severance Compensation The Company's payments are subject pursuant to this Section 7 that result in additional taxable income to the usual taxes, payroll deductions and withholdings and Executive shall be mailed increased by a forty percent (40%) tax gross-up payment to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to Executive for the purposes of covering federal, state and local income taxes on the amount of such addresspayments. (e) Notwithstanding anything contained in this Agreement to the contrary, other than Section 19 hereof, if the Executive shall breaches any of the Executive's obligations under Section 11 or 12 hereof, and such breach is not be entitled substantially cured in all material respects within thirty (30) days after the Board gives written notice thereof to any other salarythe Executive, bonuses, employee benefits no further severance payments or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for benefits will be payable to the Executive under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawthis Section 7.

Severance Compensation. (a) If In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (or Executive’s estate) such portions of Executive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination, and in any event in accordance with applicable law. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Triggering Event occurs within eighteen Good Reason or (18ii) months following a Change of Controlby the Company without Cause, the Company shall pay to Executive each the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months, or for eighteen (18) months if such termination occurs during the twelve (12) month period following a Corporate Change (the “Protected Period”), following Executive’s termination of employment (as applicable, the following as “Severance CompensationPeriod”:). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and, to the extent applicable, non-revocation of a standard separation and general release of claims agreement, substantially in the form attached hereto as Exhibit A (the “Release”), which Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s termination of employment. The severance benefits shall be paid or commence, as applicable, on the first payroll period following the date the Release becomes effective (the “Payment Date”). Notwithstanding the foregoing, if the 60th day following Executive’s termination occurs in the calendar year following the date on which Executive’s employment terminates, then the Payment Date shall be no earlier than January 1 of such subsequent calendar year. (i) An amount equal The Company shall continue to 110% of pay Executive her base salary for the Severance Period in accordance with the Company’s payroll practice, beginning on the Payment Date. Notwithstanding the foregoing, if Executive’s Base Salary termination of employment occurs during the Protected Period, the Company shall pay Executive her base salary for the Severance Period in place at a lump sum on the time of the Triggering Event, payable as specified below; andPayment Date. (ii) An Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, the Company shall pay Executive an amount equal to one and one-half times her target annual bonus, described in Section 3(b) hereof, for the average year in which the termination of employment occurs, which total amount shall be payable in a lump sum on the Payment Date. (iii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, one hundred percent (100%) of Executive’s bonuses paid over outstanding unvested equity awards granted under the previous two fiscal years from the Triggering Event, payable as specified belowCompany’s equity and long-term incentive plan(s) prior to his termination shall vest immediately. (biv) Payment The Company shall continue to provide Executive and her then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement premium as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, commencing with the first payroll date following the date on which the General Release is executed and delivered subject to applicable law and the expiration terms of all revocation periods in the General Release (the “Release Effective Date”)respective policies; provided thatthat the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)COBRA) required by Federal law. (dc) All Severance Compensation payments are subject to In the usual taxes, payroll deductions and withholdings and shall be mailed to event that Executive’s last known residential address. It employment hereunder is Executive’s obligation to keep the Company informed as to any changes to such address. terminated (ei) by Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering EventGood Reason, or (ii) by the Company for Cause, or (iii) as a result of Executive’s death or Disability, then the Company will pay to Executive the Accrued Obligations. The Company shall have no obligation to pay Executive (or Executive’s estate) any other compensation following such termination except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawin Section 4(a).

Severance Compensation. If Cleveland-Cliffs shall terminate the Executive's employment during the Period of Employment, other than pursuant to Section 4(a) hereof, or if the Executive shall terminate his employment pursuant to Section 4(b) hereof, then in lieu of any further payments to the Executive for periods subsequent to the date of the Executive's termination of employment (a) If a Triggering Event occurs within eighteen (18) months following a Change of Controlthe "Termination Date"), the Company date of which shall be the date of termination or such other date that may be specified by the Executive if the termination is pursuant to Section 4(b) hereof, Cleveland-Cliffs shall provide Severance Compensation to the Executive as described below: Severance Pay. Within five business days after the Termination Date: Cleveland-Cliffs shall pay to the Executive each of a lump sum payment (the following as “"Severance Compensation”: (iPayment") An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An an amount equal to the average present value (using a discount rate prescribed for purposes of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment valuation computations under Section 280G of the Severance Compensation Internal Revenue Code of 1986, as amended (the "Code") or any successor provision thereto, or if no such rate is contingent upon: (i) Executive’s executing and delivering so prescribed, a rate equal to the Company a release then applicable interest rate prescribed by the Pension Benefit Guaranty Corporation for benefit valuations in favor connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the Company in a form satisfactory amount of Base Pay that would have been paid to the Company and its counselExecutive pursuant to Section 3(a) for the duration of the Period of Employment if the termination had not taken place (at the rate in effect immediately prior to the Change of Control or prior to the Termination Date, which generally and unconditionally releases from all claims whichever is higher) and, if the Company and its directorsTermination is on account of the Executive's Disability, officers, employees, insurers, and other affiliates (reduced by the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, amount of disability benefits that may be made and entered into by and between would have been paid to the Executive and for the Company after duration of the date Period of Employment if the termination had not taken place; plus the amount of Average Incentive Pay (as that term is hereinafter defined) that would have been paid to the Executive pursuant to Section 3(b) for the duration of the Period of Employment if the termination had not taken place. For purposes of this Agreement, whether contained Average Incentive Pay for any 12 month period shall mean an amount which is the greater of (A) the average amount of Incentive Pay (as defined in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled Section 3(b) hereof) awarded to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered for the General Release by three calendar years immediately prior to the date that is sixty Termination Date, or (60B) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date amount of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date most recent award of the second year (regardless of when the Release Effective Date occurs)Incentive Pay. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs your employment is terminated either by you with Good Reason within eighteen (18) 12 months following a Change of Control, or by the Company shall pay without Cause within 3 months preceding or within 12 months following a Change of Control, subject to Executive each your executing and delivering to the Company, and not revoking, a release of claims in a form acceptable to the Company (the “Release”) within the 30-day period following as “Severance Compensation”your termination of employment: (ia) An the Company will pay you severance in an amount equal to 110% 12 months of Executiveyour then current annual base salary, payable in equal installments over a period of 12 months (the “Severance Period”) in accordance with the Company’s Base Salary in place payroll practices, commencing on your termination of employment; (b) if you have been continuously employed by the Company for at the time least one year as of the Triggering Eventdate your employment terminates, payable all of the outstanding unvested equity awards of the Company held by you shall become fully vested and, if applicable, exercisable as specified of the date of your termination, provided that with respect to any such awards intended to constitute “qualified performance based compensation” under Section 162(m) of the Code, whether a Change of Control has occurred shall be determined without regard to clause (iv) of the definition of Change of Control below; and (iic) An amount equal If you timely elect continued group medical insurance coverage pursuant to the average Consolidated Omnibus Budget Reconciliation Act of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event1985, payable as specified below. amended (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release DateCOBRA”), the Executive shall forfeit all rights to receive Company will reimburse you for a portion of the Severance Compensation. (c) Subject to Section 13applicable premiums, based on the Severance Compensation shall be paid in equal monthly installments over a then-current cost-sharing rates for active employees, for you and your eligible dependents during the period of twelve (12) months on Employer’s regular payroll dates in effect commencing on the date of terminationyour termination of employment and ending on the earliest to occur of (a) the final day of the Severance Period, commencing with the first payroll date following (b) the date on which you and/or your eligible dependents are no longer eligible for COBRA, and (c) the General Release is executed date you become eligible to receive medical insurance coverage from a subsequent employer (and delivered and you agree to notify the expiration Company of all revocation periods in such eligibility). Notwithstanding the General Release (the “Release Effective Date”); provided thatforegoing, if the date Company determines that it cannot provide such reimbursement of premiums to you without potentially violating applicable law, the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to a portion of the Triggering Event applicable premiums, based on then-current cost-sharing rates for active employees, which payment will be made regardless of whether you elect COBRA continuation coverage and will commence in the Required Release Date are month following the month in different calendar years, payment shall commence which your termination of employment occurs and end on the first payroll date earliest to occur of (x) the final day of the second year Severance Period, (regardless y) the date you and/or your eligible dependents are no longer eligible for COBRA, and (z) the date you become eligible to receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of when the Release Effective Date occurssuch eligibility). (d) All Severance Compensation payments are subject . Notwithstanding anything herein to the usual taxescontrary, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep in the Company informed event that any compensation or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 409A (as to any changes to defined below) becomes payable upon the occurrence of a Change of Control, such address. (e) Executive compensation or benefit shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination paid unless such Change of his employment for reason other than Control constitutes a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, “change in control event” within the Company’s employee benefit plans or as otherwise expressly required by applicable law.meaning of Section 409A.

Severance Compensation. (a) If at any time during the Severance Period following the occurrence of a Triggering Event occurs within eighteen Change in Control the Company terminates the Executive's employment other than pursuant to Section 10(a) or the Executive terminates his employment pursuant to Section 10(b), (18i) the Company shall, no later than five business days after the Termination Date, pay to the Executive a lump sum payment in an amount equal to one times the sum of (A) Base Pay (at the highest rate in effect for any period prior to the Termination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(i)); (ii) the Company shall, for a period of twelve months following the Termination Date (the "Continuation Period"), arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination or denial described in Section 10(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a Change corresponding reduction generally applicable to all recipients of Controlor participants in such Employee Benefits, which Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive, his dependents or his beneficiaries immediately prior to the Termination Date; (iii) the Company shall provide the Executive with outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 20% of the Executive's Base Pay; and (iv) notwithstanding anything to the contrary in the Executive's stock option agreement(s) or certificate(s) or in the stock option plan(s) under which Executive's stock options were granted, (A) (i) all of Executive's stock options that are outstanding as of the date hereof and are not then exercisable shall become immediately exercisable and shall terminate on the date one year from the Termination Date, and not earlier, and (2) all stock options that may be granted to Executive after the date hereof and are not then exercisable shall terminate on the Termination Date and (B) Executive may exercise all or any of his options that are exercisable from time to time until the date one year from the Termination Date. If and to the extent that any benefit described in Section 11(a)(ii) or (iii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 12, Employee Benefits otherwise receivable by the Executive pursuant to Section 11(a)(ii) or (iii) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's Termination Date, and any such benefits actually received by the Executive shall be reported by the Executive to the Company. (d) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company shall pay to Executive each interest on the amount or value thereof at an annualized rate of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount interest equal to the average so- called composite "prime rate" as quoted from time to time during the relevant period in the Midwest Edition of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, The Wall Street Journal. Such interest shall be payable as specified below. (b) Payment it accrues on demand. Any change in such prime rate shall be effective on and as of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such addresschange. (e) Executive Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 11 and under Sections 12 and 16 shall not be entitled to survive any other salary, bonuses, employee benefits termination or other compensation after expiration of this Agreement or the termination of his the Executive's employment following a Change in Control for any reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawwhatsoever.

Severance Compensation. In the event you terminate your employment for Good Reason or your employment is terminated involuntarily, without Cause, during the term of this agreement, then you shall be paid severance compensation in one lump sum equal to the greater of (a1) If one month of your then current base salary plus 1/12th of the annual average of your last two Management Incentive Compensation Plan awards multiplied by the number of full months remaining on the term of this agreement, or (2) an amount equal to 24 times the sum of your then current base monthly salary plus 1/12th of the annual average of your last two Management Incentive Compensation Plan awards. In addition, the Company will continue all executive perquisites and benefits applicable to you at the time of your termination of employment for the number of months used to calculate your severance compensation. Such benefits shall include all benefits under any pension or retirement plans, employee stock ownership plan or any other plan or agreement relating to retirement benefits (collectively, "Retirement Benefits") in which you participate, and you shall be credited with service for purposes of such Retirement Benefits for the number of months used to calculate your severance compensation. No contributions shall be required to be made by you to any plan providing employment. To the extent that the amount of any Retirement Benefits are or would be payable from a Triggering Event occurs within eighteen nonqualified plan, the Company shall, as soon as practicable following your date of employment termination (18) months following but in no event later than the thirtieth day after the date of your employment termination), pay directly to you in one lump sum an amount equal to the additional benefits that would have been provided had such accrual or crediting been taken into account in calculating your Retirement Benefits. Such lump sum payment shall be calculated as provided in the relevant plan and, in the case of a Change defined contribution plan, shall include an amount equal to the gross amount of Controlthe maximum employer contributions under such plan. Such severance compensation shall be in lieu of any other compensation hereunder, but shall not impair your rights under any other plan, program or contract of or with the Company. In addition, the Company shall pay at its expense provide you with out-placement services for a period of up to Executive each six months following your termination of employment. Such outplacement services shall be comparable to those provided in the past to certain former executives of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary Company. Change in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing Control. International and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and you have entered into by and between the Executive and Change in Control Agreement. In the Company after event of a "Change in Control," as that term is defined in the date Change in Control Agreement, then the preceding section of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled agreement relating to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in no further force and effect on and your rights to severance benefits shall thereafter be governed exclusively by the date of termination, commencing with the first payroll date following the date on which the General Release is executed terms and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date provisions of the Triggering Event and the Required Release Date are Change in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Control Agreement. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If In consideration of the Employee's services provided hereunder, upon termination of this Agreement for any reason whatsoever, including a Triggering Event occurs within eighteen (18) months following a Change of Control"For Cause" termination, the Company Corporation shall pay to Executive each the Employee, his heirs or beneficiaries, the sum of the following as “Severance Compensation”: THREE HUNDRED FORTY FIVE THOUSAND DOLLARS (i$345,000) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and per year (iiwithout set-off) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal for three (3) years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”"Severance Period") and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after commencing upon the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all termination of his obligations under this Agreement or for the foregoing Restrictive CovenantsSeverance Period. In addition, then Executive will not the Employee shall be entitled to all the fringe benefits in effect at the Effective Date of this Agreement and any Severance Compensation and other fringe benefits subsequently provided. The THREE HUNDRED FORTY FIVE THOUSAND DOLLARS ($345,000) will be adjusted each year beginning on the Company shall not pay first anniversary date of the Severance Compensation; orcommencement of payments under this provision (the "Adjustment Date") by the increase, if such Severance Compensation has already been paidany, Executive in the Official Consumer's Price Index for Urban Wage Earners and Clerical Workers, All Items, for the Los Angeles, Anaheim-Riverside area, 1982-1984=100 Base, as published by the United States Department of Labor, Bureau of Labor Statistics (the "Index") figure for October 2001, and for the month of October prior to said Adjustment Date. If the Index shall no longer be published, then appropriate reference figures shall be required derived from any successor or comparable index mutually agreed by the parties to reimburse the Company in the full amounts paid. Furtherbe authoritative, and if the Executive has not executed and delivered parties are unable to agree, then the General Release substituted index shall be selected by the date then-presiding judge of the Superior Court of Santa ▇▇▇▇▇▇▇ County. The parties acknowledge that is sixty (60) days after the Triggering Event (the “Required Release Date”)index figure for each Adjustment Date may not be available on such date. In such event, the Executive rental in effect immediately prior to said Adjustment Date shall forfeit all rights continue in effect until the appropriate index figure is available, at which time an appropriate adjustment shall be made (retroactive to receive the Severance Compensation. (c) Subject to Section 13Adjustment Date). In addition, the Severance Compensation Employee, for the three (3) year period, shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates entitled to all the fringe benefits in effect on for him or any other executive employees at the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment this Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen Executive’s employment is terminated pursuant to Section 4(a) (18death) months following a Change of Controlor Section 4(b) (Disability), the Company shall pay to the Executive each or his estate his full Base Salary through the end of the following month of Executive’s death or Disability, and Executive or his estate shall be entitled to a prorated share of any bonus or benefits as “Severance Compensation”: provided under Section 3 hereof for the calendar year during which his death or Disability occurred. Notwithstanding the foregoing, if (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Eventemployment is terminated due to a Disability, payable as specified below; and and (ii) An amount equal Executive is denied all or some disability benefits under the applicable disability policy, then Executive shall be entitled to continue to receive his Base Salary from the Company in accordance with Section 3(a) of this Agreement through December 31, 2007, payable at the same time and in the same manner as if Executive’s employment had not terminated. Any disability benefits that Executive does receive shall be offset against any amounts payable to Executive pursuant to the average of Executive’s bonuses paid over preceding sentence. Executive agrees to cooperate fully with the previous two fiscal years from Company and the Triggering Event, payable as specified belowdisability insurance carrier with respect to any claim for disability benefits. (b) Payment of the Severance Compensation is contingent upon: (i) If Executive’s executing and delivering employment is terminated pursuant to Section 4(c) (by the Company a release in favor of the Company in a form satisfactory to the Company and its counselFor Cause), which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations Base Salary and all benefits under this Agreement Section 3 shall cease as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any bonus for the calendar year during which his employment shall be terminated or at any time thereafter. In the event of termination of Executive’s employment pursuant to Section 4(c) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Executive the loss and damage, if any, which shall have been suffered by the Company as a result of the acts or omissions of Executive giving rise to termination under Section 4(c). The foregoing shall not be construed to limit any cause of action, claim or other salaryrights which the Company may have against Executive in connection with such acts or omissions. (c) If Executive’s employment is terminated pursuant to Section 4(d) (by the Company Other Than For Cause) prior to December 31, bonuses2007, employee Executive shall be entitled to continue to receive (i) his Base Salary in accordance with Section 3(a) of this Agreement, through December 31, 2007, payable at the same time and in the same manner as if Executive’s employment had not terminated, (ii) the benefits provided under Sections 3(b)(ii), 3(e), 3(g), 3(i) and 3(j) of this Agreement, through December 31, 2007, payable at the same time and in the same manner as if Executive’s employment had not terminated, (iii) his compensation under Section 5(e), (iv) any rights he may have under the plans and agreements set forth under Section 3(k) according to their terms, and (v) the annual bonus payable to Executive pursuant to Section 3(b)(i) for the fiscal year in which Executive’s employment is terminated pursuant to Section 4(d) (by the Company Other Than For Cause) and the annual bonus for the next fiscal year. If for some reason the Executive is not eligible to participate in the Company’s group plans, the Company shall pay the COBRA premiums associated with Executive’s obtaining comparable benefits. Executive shall have no duty to seek other employment upon such termination, and if Executive does so, any income therefrom, shall not be credited against amounts due hereunder. (d) If Executive terminates his employment in breach of this Agreement prior to December 31, 2007, Executive shall as of the date of termination cease to be entitled to Base Salary, benefits or bonuses. In addition, the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due Executive any damages suffered as a result of such breach. (e) At December 31, 2007 unless Executive is terminated for Cause, and provided that Executive has fulfilled all of his material obligations hereunder for the entire Employment Term, Executive shall be entitled to severance compensation (the “2008 Severance Compensation”) in an amount equal to Executive’s annual bonus for fiscal year 2008, calculated in accordance with Section 3(b)(i) and Schedule 1 attached hereto as if Executive continued to be employed by the Company for fiscal year 2008. The amount of Executive’s 2008 Severance Compensation shall be calculated and paid to Executive quarterly in arrears through fiscal year 2008. Within thirty (30) days after the end of each quarter in fiscal year 2008, the amount of the 2008 Severance Compensation shall be calculated in accordance with the procedures set forth in Section 3(b)(i) by annualizing the current EBITDA of the Company on the last business day of such quarter. Executive shall be entitled to receive payment of 25%, 50% and 75% of such calculated 2008 Severance Compensation within thirty-five (35) days following the end of the first, second and third quarters, respectively, less any amounts of 2008 Severance Compensation previously paid to Executive. Within 90 days of the end of the Company’s fiscal year 2008, the final amount of Executive’s 2008 Severance Compensation shall be calculated and the Company shall pay to Executive the remainder of any amounts not having been previously paid to Executive pursuant to this Section 5(e). (f) Executive acknowledges that the Company has the right to terminate Executive’s employment Other Than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Executive. Accordingly, in the event of such termination, Executive shall be entitled only to the compensation and benefits specifically provided for in this Agreement in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract. (g) Executive acknowledges that in the event of termination of his employment for reason any reason, he shall not be entitled to any severance or other than a Triggering Event, compensation from the Company except as otherwise specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Executive shall not be entitled to any benefits under an Employment Agreement, the Company’s employee benefit plans any such plan or as otherwise expressly required by applicable lawpolicy.

Severance Compensation. Upon termination of Executive’s employment (aother than upon the expiration of the Employment Period) (i) If Executive shall be entitled to receive any earned but unpaid Base Salary through the termination date; (ii) Executive shall be entitled to receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date, and (iii) Executive shall be entitled to receive any accrued but unused vacation time through the termination date. Further, unless the Executive’s employment is terminated as a Triggering Event occurs within eighteen (18) months following a Change result of Controlhis death or Disability or for Cause or Executive terminates his employment without Good Reason, then upon the termination or non-renewal of Executive’s employment, the Company shall pay to Executive each of the following a “Separation Payment” as “Severance Compensation”follows: (i) An a. the Company shall pay Executive an amount equal to 110% two (2) weeks of Executive’s Base Salary (as in place at effect immediately prior to the time termination date) for each full year of the Triggering Event, payable as specified belowservice to a maximum of eight (8) weeks of Base Salary; and b. should Executive, at Executive's sole and exclusive option, provide the Company with the Company’s then reasonable and standard form of separation, waiver and release agreement releasing Company and its affiliates from any liability associated with this Agreement, then the Company shall: i. pay to Executive the Base Salary (in effect immediately prior to the termination date) until the last to occur (the "Separation Period") of (1) the expiration of the remaining portion of the Initial Term or the then applicable Renewal Term, as the case may be, or (2) the 12-month period commencing on the date Executive is terminated, the amount calculated under this subparagraph shall be payable in one lump sum, and ii) An . provide or reimburse Executive for the entirety of the Separation Period for the same or substantially the same medical, dental, long-term disability and life insurance pursuant to Section 9 to which Executive was entitled hereunder as of the date of termination provided, however, that in the case of such medical and dental insurance, that Executive makes a timely election for continuation coverage under COBRA, iii. pay Executive, in one lump sum, an amount equal to the average product obtained by multiplying (x) the maximum Annual Bonus as set forth in Section 5 which Executive would have been otherwise entitled to receive by (y) the fraction in which the numerator is the number of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of calendar months in the Severance Compensation Period and the denominator of which is contingent upon: (i) Executive’s executing 12; and iv. all outstanding Options and delivering other Equity Awards held by Executive immediately prior to the Company a release termination date shall immediately vest and become fully exercisable for the period of time indicated in favor the terms of the Company in a form satisfactory to the Company and its counseleach such Option or Equity Award. Unless specified otherwise, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if make such Severance Compensation has already been paid, Executive shall be required to reimburse the Company payments in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s accordance with its regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)schedule. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If at any time during the Severance Period following the occurrence of a Triggering Event occurs within eighteen Change in Control the Company terminates the Employee’s employment other than pursuant to Section 8A(a) or the Employee terminates her employment pursuant to Section 8A(b), (18i) the Company shall, no later than five business days after the Termination Date, pay to the Employee a lump sum payment in an amount equal to one times the sum of (A) Base Pay (at the highest rate in effect for any period prior to the Termination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in the definition thereof); (ii) the Company shall, for a period of twelve months following the Termination Date (the “Continuation Period”), arrange to provide the Employee with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Employee was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination or denial described in Section 8A(b)(ii)), except that the level of any such Employee Benefits to be provided to the Employee may be reduced in the event of a Change corresponding reduction generally applicable to all recipients of Controlor participants in such Employee Benefits, which Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Employee under the Company’s retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Employee, her dependents or her beneficiaries immediately prior to the Termination Date; (iii) the Company shall provide the Employee with outplacement services by a firm selected by the Employee, at the expense of the Company in an amount up to 20% of the Employee’s Base Pay; and (iv) notwithstanding anything to the contrary in the Employee’s stock option agreement(s) or certificate(s) or in the stock option plan(s) under which Employee’s stock options were granted, (A) (i) all of Employee’s stock options that are outstanding as of the date hereof and are not then exercisable shall become immediately exercisable and shall terminate on the date one year from the Termination Date, and not earlier, and (2) all stock options that may be granted to Employee after the date hereof and are not then exercisable shall terminate on the Termination Date and (B) Employee may exercise all or any of her options that are exercisable from time to time until the date one year from the Termination Date. If and to the extent that any benefit described in Section 8B(a)(ii) or (iii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company shall itself pay or provide for the payment to the Employee, her dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 8C, Employee Benefits otherwise receivable by the Employee pursuant to Section 8B(a)(ii) or (iii) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Continuation Period following the Employee’s Termination Date, and any such benefits actually received by the Employee shall be reported by the Employee to the Company. (b) Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company shall pay to Executive each interest on the amount or value thereof at an annualized rate of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount interest equal to the average so-called composite “prime rate” as quoted from time to time during the relevant period in the Midwest Edition of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, The Wall Street Journal. Such interest shall be payable as specified below. (b) Payment it accrues on demand. Any change in such prime rate shall be effective on and as of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationchange. (c) Subject Notwithstanding any provision of this Agreement to Section 13the contrary, the Severance Compensation parties’ respective rights and obligations under this Section 8B and under Section 8C shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the survive any termination or expiration of all revocation periods in this Agreement or the General Release (the “Release Effective Date”); provided that, if the date termination of the Triggering Event and the Required Release Date are Employee’s employment following a Change in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Control for any reason whatsoever. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen Executive's employment is terminated pursuant to Section 4(a) (18death) months following a Change of Controlor Section 4(b) (disability), the Company shall pay to the Executive each or his estate his full Base Salary through the end of the following month of Executive's death or disability, and Executive or his estate shall be entitled to a prorated share of any bonus or benefits as “Severance Compensation”: provided under Section 3 hereof for the calendar year during which his death or disability occurred. Notwithstanding the foregoing, if (i) An amount equal Executive's employment is terminated due to 110% of Executive’s Base Salary in place at the time of the Triggering Eventa disability, payable as specified below; and and (ii) An amount equal Executive is denied all or some disability benefits under the applicable disability policy, then Executive shall be entitled to the average of Executive’s bonuses paid over the previous two fiscal years continue to receive his Base Salary from the Triggering EventCompany in accordance with Section 3(a) of this Agreement through the end of the Employment Term, payable at the same time and in the same manner as specified belowif Executive's employment had not terminated. Any disability benefits that Executive does receive shall be offset against any amounts payable to Executive pursuant to this Section. Executive agrees to cooperate fully with the Company and the disability insurance carrier with respect to any claim for disability benefits. (b) Payment of the Severance Compensation If Executive's employment is contingent upon: terminated pursuant to Section 4(c) (i) Executive’s executing and delivering to by the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”For Cause), the Executive Executive's Base Salary and all benefits under Section 3 shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period cease as of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any bonus for the calendar year during which his employment shall be terminated or at any time thereafter. In the event of termination of Executive's employment pursuant to Section 4(c) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Executive the loss and damage, if any, which shall have been suffered by the Company as a result of the acts or omissions of Executive giving rise to termination under Section 4(c). The foregoing shall not be construed to limit any cause of action, claim or other salaryrights which the Company may have against Executive in connection with such acts or omissions. (c) If Executive's employment is terminated pursuant to Section 4(d) (by the Company Other Than For Cause) prior to the end of the Employment Term, bonusesExecutive shall be entitled to continue to receive his Base Salary in accordance with Section 3(a) of this Agreement and double the Annual Financial Performance Bonus in accordance with Section 3(b)(i) of this Agreement through the end of the Employment Term, employee payable at the same time and in the same manner as if Executive's employment had not terminated. Executive shall have no duty to seek other employment upon such termination, and if Executive does so, any income therefrom, including any amounts payable under the Consulting Agreement, shall not be credited against amounts due hereunder. (d) If Executive terminates his employment in breach of this Agreement prior to the end of the Employment Term, Executive shall as of the date of termination cease to be entitled to Base Salary, benefits or bonuses. In addition, the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due Executive any damages suffered as a result of such breach. (e) Executive acknowledges that the Company has the right to terminate Executive's employment Other Than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Executive. Accordingly, in the event of such termination, Executive shall be entitled only to the compensation after and benefits specifically provided for in this Agreement and the Consulting Agreement, if applicable, in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract. (f) Executive acknowledges that in the event of termination of his employment for reason any reason, he shall not be entitled to any severance or other than a Triggering Event, compensation from the Company except as otherwise specifically provided in this Section 5 or in the Consulting Agreement. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Executive shall not be entitled to any benefits under an Employment Agreement, the Company’s employee benefit plans any such plan or as otherwise expressly required by applicable lawpolicy.

Severance Compensation. (a) If In consideration of Executive's execution of this Agreement, Executive shall receive a Triggering Event occurs within eighteen lump sum payment equal to Two Hundred Twenty Five Thousand and No/100 Dollars (18$225,000.00) months following (the "Severance Payment I"), which shall be payable to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a Change lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of ControlSeverance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Company shall pay to Corporation will reimburse Executive each of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal for unreimbursed business expenses incurred by Executive prior to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified belowTermination Date in accordance with customary Corporation practices. (b) Payment In the event that a "Change of Control" (as such term was defined in the Severance Compensation is contingent upon: (iEmployment Agreement) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of consummated at any time within twelve (12) months on Employer’s regular payroll dates in effect on after the Termination Date, then the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of terminationsuch transaction. Notwithstanding the preceding sentence, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to a Success Fee resulting from any other salary, bonuses, employee benefits securities offering or other compensation after termination fund-raising conducted by or for the benefit of his employment for reason other the Corporation. Executive shall not be entitled to receive more than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawone (1) Success Fee.

Severance Compensation. ​ (a) If a Triggering Event occurs within eighteen In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (18or Executive’s estate) months following a Change such portion of ControlExecutive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously approved by the Board for payment to Executive but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination, and in any event in accordance with applicable law. ​ (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive each the Accrued Obligations and shall make the severance payments and provide the benefits described below; provided that receipt of any such severance payments and benefits (other than the following as “Severance Compensation”: Accrued Obligations) shall be dependent upon Executive’s execution and, to the extent applicable, non-revocation of a separation and general release of claims agreement in a form to be provided by the Company to Executive in connection with Executive’s termination (i) An amount equal to 110% which will include, at a minimum, a release of all releasable claims against the Company, non-disparagement and cooperation obligations, a reaffirmation of Executive’s Base Salary in place at the time of the Triggering Eventcontinuing obligations under any existing restrictive covenant agreements, payable as specified below; and (ii) An amount equal and an agreement not to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to compete with the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of for twelve (12) months following Executive’s separation from employment on Employerterms that are comparable and no more restrictive than the non-competition obligation in the Restrictive Covenants Agreement (as defined below) (the “Release”)). The Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s regular termination of employment, or such earlier date as determined by the Company. The severance payments and benefits shall be paid or commence, as applicable, on the first payroll dates period following the date of the Executive’s termination and an effective Release (the “Payment Date”). Notwithstanding the foregoing, if the 60th day following Executive’s termination occurs in effect the calendar year following the date on which Executive’s employment terminates, the Payment Date shall be no earlier than January 1 of such subsequent calendar year. (i) If Executive’s termination occurs prior to or after the period commencing on the date ninety (90) days prior to a Corporate Change and ending twelve (12) months following a Corporate Change (the “Protected Period”), the Company shall continue to pay Executive’s highest base salary for the past two years for twelve (12) months following Executive’s termination of employment in accordance with the Company’s payroll practice, beginning on the Payment Date; provided, that the first installment will include all amounts that otherwise would have been paid to Executive from the date Executive’s employment terminates through the Payment Date had the Release become effective on the date of termination. If Executive’s termination of employment occurs during the Protected Period, commencing with then, in lieu of the first payroll date following foregoing, the date Company shall pay Executive eighteen (18) months of Executive’s base salary in a lump sum on the Payment Date. ​ (ii) Only if the termination occurs during the Protected Period, then the Company shall pay Executive an amount equal to one and one-half times Executive’s target annual bonus, described in Section 3(b) hereof, for the year in which the General Release is executed and delivered and the expiration termination of all revocation periods employment occurs, which total amount shall be payable in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence a lump sum on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Payment Date. (diii) All Severance Compensation payments are subject to Only if the usual taxestermination occurs during the Protected Period, payroll deductions and withholdings and one hundred percent (100%) of Executive’s then outstanding unvested time-based equity awards granted by the Company shall vest immediately upon the Payment Date. For the avoidance of doubt, any equity awards that vest based on the achievement of performance metrics shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep governed by the Company informed as to any changes to such address. (e) Executive terms of the applicable award agreement and shall not be entitled to accelerated vesting pursuant to the previous sentence. ​ (iv) Should Executive timely elect and be eligible to continue receiving group medical coverage pursuant to the law known as COBRA, and so long as the Company can provide such benefit without violating the nondiscrimination requirements of applicable law, the Company will continue to pay the share of the premium for such coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, as well as any other salaryadministrative fee, bonuses, employee benefits or other compensation after for twelve (12) months following Executive’s termination of his employment (or, if the termination occurs during the Protected Period, for reason eighteen (18) months following such termination of employment), subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the premium payments contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law. ​ (c) In the event that Executive’s employment hereunder is terminated (i) by Executive for other than a Triggering EventGood Reason, or (ii) by the Company for Cause, or (iii) as a result of Executive’s death or Disability, then the Company will pay to Executive the Accrued Obligations. The Company shall have no obligation to pay Executive (or Executive’s estate) any other compensation or provide any other benefit(s) following such termination except as otherwise specifically provided for under an in Section 4(a).” ​ 11. Section 5 of the Employment Agreement, Agreement is hereby amended to reflect that the “Commencement Date” shall mean Executive’s first day of employment with the Company. 12. Section 9(a) of the Employment Agreement shall be amended to reflect the Company’s employee benefit plans or as otherwise expressly required by applicable law.updated notice address:

Severance Compensation. In the event of a termination or Constructive Termination within two (2) years of a Change of Control during the term of employment hereunder, the Employee shall be entitled to the following rights and the Employer shall pay to the Employee the following amounts after the date (the "Termination Date") that the Employee's employment is terminated: (a) If a Triggering Event occurs within eighteen (18) months following a Change of Control, the Company The Employer shall pay the Employee in cash a lump sum payment (the "Lump Sum Payment") in an amount equal to Executive each of the following as “Severance Compensation”: (i) An 2.99 multiplied by (ii) an amount equal to 110% of Executive’s Base Salary in place at one full year's aggregate salary under Section 3. In addition, the time Employer shall pay an amount (the "Excise Tax Reimbursement Payment") necessary to reimburse the Employee for any federal excise tax imposed on him under Section 4999(a) of the Triggering EventInternal Revenue Code of 1986, as amended (the "Code"), or any successor Section of the Code as a result of the Employee's receipt of the Lump Sum Payment; however, such Excise Tax Reimbursement Payment shall not reimburse the Employee for (i) any other federal or state income tax payable as specified belowa result of the receipt of the Lump Sum Payment or the Excise Tax Reimbursement Payment or (ii) any federal excise tax imposed as a result of the Employee's receipt of the Excise Tax Reimbursement Payment. Such Lump Sum Payment and Excise Tax Reimbursement Payment shall be payable within ten (10) business days from the Termination Date; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of The Employer shall provide the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) Employee and the General Release becoming effective without timely revocation; Employee's family with medical, dental and disability insurance benefits in the same or substantially similar amounts as were in effect before the Change of Control (ii) Executive’s satisfactorily performing his obligations under this Agreement or in such amounts as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into have been agreed to in writing by and between the Executive and the Company Employee after the date Change of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60Control) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over for a period of twelve (12) months on Employer’s regular payroll dates following the Termination Date or until the Employee becomes reemployed in a position in which his salary and benefits are substantially similar to those in effect on the date of terminationTermination Date, commencing with whichever is earliest. In the first payroll date event the Employee becomes re-employed during the twelve-month period following the date on Termination Date, the Employer's obligations to maintain medical, dental and disability insurance under this Subsection 18.2(c) shall cease and terminate upon such reemployment. The payments provided pursuant to Section 18.2(a) shall be in lieu of and in complete substitution for all compensation which would have been due and owing to Employee for the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date remainder of the Triggering Event then current employment term and any severance pay pursuant to Section 11.2 hereof. Any payments or benefits due under the Required Release Date are in different calendar years, payment terms of this Section 18.2 shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are be subject to the usual withholding for federal, state, and local taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such addressapplicable. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. a. If the Company terminates Executive’s employment for a reason other than Executive’s death, Disability, or Cause (a) If a Triggering Event occurs within eighteen (18) months following a Change including the cancellation or termination of ControlExecutive’s employment without Cause prior to the Commencement Date), or if Executive terminates her employment for Good Reason, then the Company shall pay to Executive each or provide all of the following as “Severance Compensation”: to Executive: (i) An reimbursement of any and all reasonable business expenses paid or incurred by Executive through the termination date in connection with and related to the performance of Executive’s duties and responsibilities for the Company; (ii) receipt of any accrued but unused vacation through the termination date in accordance with Company policy, as in effect as of the date of termination; (iii) receipt of any earned but unpaid Base Salary and Performance Bonus accrued through Executive’s last date of employment with the Company; and (iv) subject to Executive’s satisfying the Release conditions described in Section 9(c), receipt of an amount equal to 110% a portion of the Executive’s Base Salary as set forth in Section 9(b) below and Medical Benefits Continuation, as defined below (the “Separation Payment”). b. The Base Salary portion of the Separation Payment described in Section 9(a)(iv) above shall be, (i) in the event Executive’s separation of employment prior to the one-year anniversary of the Commencement Date, twelve (12) months of Executive’s Base Salary, and, (ii) in the event Executive’s separation of employment at any time on or after the first anniversary of the Commencement Date, six (6) months of Executive’s Base Salary (in place each case, at the rate that was in effect at the time of termination), less in all cases Base Salary paid to Executive for any portion of the Triggering EventNotice Period that Executive is directed by the Company not to work. Additionally, payable subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as specified below; and amended (ii“COBRA”) An amount equal with respect to the average of ExecutiveCompany’s bonuses paid over group health insurance plans in which the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering Employee participated immediately prior to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates termination date (the “General ReleaseCOBRA Continuation Coverage”) and the General Release becoming effective without timely revocation; requirement set forth below, the Company will pay the cost of COBRA Continuation Coverage for Executive and her eligible dependents until the earliest of (i) Executive and her eligible dependents, as the case may be, ceasing to be eligible under COBRA, (ii) the date upon which Executive and her eligible dependents become covered under similar plans, (iii) in the case of Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenantsemployment termination prior to the one-year anniversary of the Commencement Date, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months following the termination date, or (iv) in the case of Executive’s termination on Employeror after the one-year anniversary of the Commencement Date, six (6) months following the termination date (“Medical Continuation Benefits”). c. Subject to the condition that Executive executes an agreement releasing the Company and its affiliates from any liability associated with Executive’s regular payroll dates in effect on the date of termination, commencing employment with the first payroll date following Company in form and terms satisfactory to the date on which Company (the General “Release”) and that all time periods imposed by law permitting cancellation or revocation of the Release is executed and delivered and the expiration of all revocation periods in the General Release by Executive shall have passed or expired (the “Release Effective Date”); provided that, if the date of Company will pay Executive any base salary-related amount owed pursuant to Section 9(a)(iv) on the Triggering Event and the Required Release Date are in different calendar years, payment shall commence Company’s regular payroll dates starting on the first payroll date of the second year (regardless of when following the Release Effective Date occurs). (dand the payment on such first payroll date will include all payments that were not paid between the last day of employment and such first payroll date) All Severance Compensation and ending six months after the last day of employment. Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the date of termination, then no such payments are subject to the usual taxes, payroll deductions and withholdings and that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep made earlier than the Company informed as to any changes to such addressfirst day of the calendar year following the calendar year of the date of termination. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall or any Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a), or if the Executive terminates the Executive's employment pursuant to Section 3(b), the Company will pay to the Executive each the Severance Benefit in immediately available funds, in United States dollars, within five business days after the Termination Date. In addition, for a period of three years following the following as “Severance Compensation”: Termination Date, the Company will arrange to provide the Executive Employee Benefits that are welfare benefits (ibut not stock option, stock purchase, stock appreciation, or similar compensatory benefits) An amount equal substantially similar to 110% of Executive’s Base Salary in place at those which the time of the Triggering Event, payable as specified below; and (ii) An amount equal Executive was receiving or entitled to receive immediately prior to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering EventTermination Date (or, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering if greater, immediately prior to the Company reduction, termination, or denial described in Section 3(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a release corresponding reduction applicable to generally all recipients of or participants in favor such Employee Benefits, and an additional period of the Company in a form satisfactory to three years will be considered service with the Company and its counselSubsidiaries for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurerssupplemental executive retirement, and other affiliates (benefit plans of the “General Release”) Company applicable to the Executive, the Executive's dependents, or the Executive's beneficiaries immediately prior to the Termination Date. If and to the General Release becoming effective without timely revocation; extent that any benefit described in the immediately preceding sentence is not or cannot be paid or provided under any policy, plan, program, or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment of such Employee Benefits to the Executive, and, if applicable, the Executive's dependents and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenantsbeneficiaries. Without otherwise limiting the purposes or effect of Section 5, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into Employee Benefits otherwise receivable by and between the Executive and pursuant to this Section 4(a) will be reduced to the Company after extent comparable welfare benefits are actually received by the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay from another employer during the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date Period following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Executive's Termination Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (18or Executive’s estate or beneficiaries, if applicable) months (i) such portion of Executive’s base salary as have accrued prior to such termination and have not yet been paid, (ii) any amounts for accrued unused vacation days (as provided above), (iii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination, (iv) the amount of any Bonus previously approved by the Board for payment to Executive but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred and (v) any vested or accrued benefits under the Company’s employee benefits plans (the “Accrued Obligations”). Such Accrued Obligations shall be paid as follows: (A) for (i) and (ii), the earlier of the next payroll date of the Company following a Change the date of Controltermination and such date as is required by law, (B) for (iv), when Bonuses are paid to other senior executive officers of the Company, (C) for (iii), under the Company’s expense reimbursement policy and (D) for (v), under the terms of the applicable employee benefit plans of the Company. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for Good Reason, or (ii) by the Company without Cause, the Company shall pay to Executive each the Accrued Obligations and shall make the severance payments and provide the benefits described below; provided that receipt of any such severance payments and benefits (other than the following as “Severance Compensation”: (iAccrued Obligations) An amount equal to 110% of shall be dependent upon Executive’s Base Salary in place at the time of the Triggering Eventexecution and, payable as specified below; and (ii) An amount equal to the average extent applicable, non-revocation of Executive’s bonuses paid over a separation and general release of claims agreement in substantially the previous two fiscal years from the Triggering Event, payable form attached hereto as specified below. Exhibit A (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of which may be revised by the Company in a form satisfactory to accordance with the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates footnotes therein) (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) ), provided to Executive in connection with Executive’s satisfactorily performing his obligations under this Agreement termination. The Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s termination of employment, or such earlier date as well determined by the Company. The severance payments and benefits shall be paid or commence, as any restrictive covenantsapplicable, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between on the Executive and the Company after first payroll period following the date of this Agreement, whether contained in the Executive’s termination and an Employment Agreement or otherwise effective Release (the “Restrictive CovenantsPayment Date”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or Notwithstanding the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Furtherforegoing, if the Executive has not executed and delivered 60th day following Executive’s termination occurs in the General Release by calendar year following the date that is sixty (60) days after the Triggering Event (the “Required Release Date”)on which Executive’s employment terminates, the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation Payment Date shall be paid no earlier than January 1 of such subsequent calendar year, but in equal monthly installments over a period of twelve (12) months any event on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date of Executive’s termination and an effective Release in such subsequent calendar year. (i) If Executive’s termination occurs outside the period commencing on which the General Release is executed date ninety (90) days prior to the closing of a Corporate Change and delivered and the expiration of all revocation periods in the General Release ending twelve (12) months following a Corporate Change (the “Release Effective DateProtected Period”), the Company shall continue to pay Executive’s highest base salary for the past two years for twelve (12) months following Executive’s termination of employment in accordance with the Company’s payroll practice, beginning on the Payment Date; provided thatprovided, that the first installment will include all amounts that otherwise would have been paid to Executive from the date Executive’s employment terminates through the Payment Date had the Release become effective on the date of termination. If Executive’s termination of employment occurs during the Protected Period, then, in lieu of the foregoing, the Company shall pay Executive eighteen (18) months of Executive’s base salary in a lump sum on the Payment Date. (ii) Only if the termination occurs during the Protected Period, the Company shall also pay Executive an amount equal to one and one-half times Executive’s target annual bonus, described in Section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum on the Payment Date. (iii) Only if the termination occurs during the Protected Period, one hundred percent (100%) of Executive’s then outstanding unvested time-based equity awards granted by the Company shall vest immediately upon the Payment Date. For the avoidance of doubt, any equity awards that vest based on the achievement of performance metrics shall be governed by the terms of the applicable award agreement and shall not be entitled to accelerated vesting pursuant to the previous sentence. (iv) Should Executive timely elect and be eligible to continue receiving group medical coverage pursuant to the law known as COBRA, and so long as the Company can provide such benefit without violating the nondiscrimination requirements of applicable law, the Company will continue to pay the share of the premium for such coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, as well as any administrative fee, for twelve (12) months following Executive’s termination of employment (or, if the date termination occurs during the Protected Period, for eighteen (18) months following such termination of employment), subject to applicable law and the terms of the Triggering Event and respective policies; provided that the Required Release Date are Company’s obligation to provide the premium payments contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law. (c) In the event that Executive’s employment hereunder is terminated (i) by Executive for other than a Good Reason, or (ii) by the Company for Cause, or (iii) as a result of Executive’s death or Disability, then the Company will pay to Executive the Accrued Obligations. The Company shall have no obligation to pay Executive (or Executive’s estate) any other compensation or provide any other benefit(s) following such termination except as provided in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occursSection 4(a). (d) All Severance Compensation payments are subject In no event shall Executive be obligated to seek or obtain other employment after the usual taxesdate of termination, payroll deductions or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this ​ Agreement, and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive amounts shall not be entitled to any reduced, whether or not Executive obtains other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Eventemployment, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawin Section 4(b)(iv).

Severance Compensation. ​ (a) If a Triggering Event occurs within eighteen In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (18or Executive’s estate) months following a Change such portion of Control​ Executive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously approved by the Board for payment to Executive but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination, and in any event in accordance with applicable law. ​ (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive each the Accrued Obligations and shall make the severance payments and provide the benefits described below; provided that receipt of any such severance payments and benefits (other than the following as “Severance Compensation”: Accrued Obligations) shall be dependent upon Executive’s execution and, to the extent applicable, non-revocation of a separation and general release of claims agreement in a form to be provided by the Company to Executive in connection with Executive’s termination (i) An amount equal to 110% which will include, at a minimum, a release of all releasable claims against the Company, non-disparagement and cooperation obligations, a reaffirmation of Executive’s Base Salary in place at the time of the Triggering Eventcontinuing obligations under any existing restrictive covenant agreements, payable as specified below; and (ii) An amount equal and an agreement not to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to compete with the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of for twelve (12) months following Executive’s separation from employment on Employerterms that are comparable and no more restrictive than the non-competition obligation in the Restrictive Covenants Agreement (as defined below) (the “Release”)). The Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s regular termination of employment, or such earlier date as determined by the Company. The severance payments and benefits shall be paid or commence, as applicable, on the first payroll dates period following the date of the Executive’s termination and an effective Release (the “Payment Date”). Notwithstanding the foregoing, if the 60th day following Executive’s termination occurs in effect the calendar year following the date on which Executive’s employment terminates, the Payment Date shall be no earlier than January 1 of such subsequent calendar year. (i) If Executive’s termination occurs prior to or after the period commencing on the date ninety (90) days prior to a Corporate Change and ending twelve (12) months following a Corporate Change (the “Protected Period”), the Company shall continue to pay Executive’s highest base salary for the past two years for twelve (12) months following Executive’s termination of employment in accordance with the Company’s payroll practice, beginning on the Payment Date; provided, that the first installment will include all amounts that otherwise would have been paid to Executive from the date Executive’s employment terminates through the Payment Date had the Release become effective on the date of termination. If Executive’s termination of employment occurs during the Protected Period, commencing with then, in lieu of the first payroll date following foregoing, the date Company shall pay Executive eighteen (18) months of Executive’s base salary in a lump sum on the Payment Date. ​ (ii) Only if the termination occurs during the Protected Period, then the Company shall pay Executive an amount equal to one and one-half times Executive’s target annual bonus, described in Section 3(b) hereof, for the year in which the General Release is executed and delivered and termination of employment occurs, which total amount shall be payable in a lump sum on the expiration of all revocation periods in the General Release Payment Date. ​ (the “Release Effective Date”); provided that, iii) Only if the date termination occurs during the Protected Period, one hundred percent (100%) of Executive’s then outstanding unvested time-based equity awards granted by the Company shall vest immediately upon the Payment Date. For the avoidance of doubt, any equity awards that vest based on the achievement of performance metrics shall be governed by the terms of the Triggering Event applicable award agreement and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to accelerated vesting pursuant to the previous sentence. ​ (iv) Should Executive timely elect and be eligible to continue receiving group medical coverage pursuant to the law known as COBRA, and so long as the Company can provide such benefit without violating the nondiscrimination requirements of applicable law, the Company will continue to pay the share of the premium for such coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, as well as any other salaryadministrative fee, bonuses, employee benefits or other compensation after for twelve (12) months following Executive’s termination of his employment (or, if the termination occurs during the Protected Period, for reason eighteen (18) months following such termination of employment), subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the premium payments contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law. ​ (c) In the event that Executive’s employment hereunder is terminated (i) by Executive for other than a Triggering EventGood Reason, or (ii) by the Company for Cause, or (iii) as a result of Executive’s death or Disability, then the Company will pay to Executive the Accrued Obligations. The Company shall have no obligation to pay Executive (or Executive’s estate) any other compensation or provide any other benefit(s) following such termination except as otherwise specifically provided for under an in Section 4(a).” ​ 11. Section 5 of the Employment Agreement, Agreement is hereby amended to reflect that the “Commencement Date” shall mean Executive’s first day of employment with the Company. 12. Section 9(a) of the Employment Agreement shall be amended to reflect the Company’s employee benefit plans or as otherwise expressly required by applicable law.updated notice address:

Severance Compensation. Upon termination of Executive’s employment prior to expiration of the Employment Period unless Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, then: (a) If a Triggering Event occurs within eighteen (18) months following a Change Executive shall be entitled to receive any and all reasonable expenses paid or incurred by Executive in connection with and related to the performance of Control, his duties and responsibilities for the Company shall pay to Executive each of during the following as “Severance Compensation”: (i) An period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to 110% of Executive’s Base Salary during the prior nine (9) months (the “Separation Period”), as in place at the time effect as of the Triggering Eventdate of termination (the “Separation Payment”), payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years provided that Executive executes an agreement releasing Company and its affiliates from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing any liability associated with this Agreement in form and delivering to the Company a release in favor of the Company in a form terms satisfactory to the Company and its counsel, which generally and unconditionally releases from that all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocationtime periods imposed by law permitting cancellation or revocation of such release by Executive shall have passed or expired; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between subject to anything to the Executive and the Company after the date of this Agreement, whether contained contrary in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”Section 11(d)(3), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation Separation Payment shall be paid in equal monthly installments over a period in accordance with the customary payroll practices of the Company; and (b) Subject to Executive’s: (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”) and (2) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company will pay, or reimburse Executive, the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earliest of: (x) Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA and (y) twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the termination date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the benefits provided under this clause (b), the “Release Effective DateMedical Continuation Benefits”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed or until such time as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee obtain reasonably equivalent benefits from subsequent employment or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawspousal benefits.

Severance Compensation. If the Company terminates Executive without Cause (aas defined below) If a Triggering Event occurs within eighteen or Executive terminates his employment with Good Reason (18) months following a Change of Controlas defined below), then the Company shall pay to Executive each or provide all of the following as “Severance Compensation”to Executive: (ia) An Executive shall be entitled to (1) reimbursement of any and all business expenses paid or incurred by Executive through the termination date, pursuant to Section 10 below, (2) receipt of any accrued but unused paid time off through the termination date in accordance with Company policy, as in effect as of the date of termination, (3) receipt of any earned but unpaid Base Salary accrued through Executive’s last date of employment with the Company, and (4) receipt of an amount equal to 110% a portion of the Executive’s Base Salary, as set forth in Section 6(c) below (all of these payments are collectively the “Separation Payment”), provided that to be eligible to be paid the Base Salary portion of the Separation Payment described in Section 6(a)(4), Executive must execute an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation or revocation of such release by Executive shall have passed or expired; and (b) Subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), the Company will pay the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earlier of (i) Executive and his eligible dependents, as the case may be, ceasing to be eligible under COBRA, or (ii) four (4) months following the termination date (the benefits provided under this Section 6(b), the “Medical Continuation Benefits”) or until such time as Executive shall obtain reasonably equivalent benefits for him and his eligible dependents from subsequent employment or spousal benefits. (c) The Base Salary portion of the Separation Payment described in Section 6(a)(4) above shall be four (4) months of Executive’s Base Salary (at the rate that was in place effect at the time of termination), less Base Salary paid to Executive for any portion of the Triggering EventNotice Period (defined below) that Executive is directed by the Company not to work. Such Base Salary portion shall be paid at such time and in such manner as such Base Salary would have been paid had Executive remained employed in accordance with the customary payroll practices of the Company, payable as specified below; and (ii) An amount equal except that, to the average extent Executive becomes entitled to a Separation Payment on account of Executive’s bonuses paid over the previous two fiscal years a separation from the Triggering Event, payable as specified below. service that occurs within 120 days after a Change of Control (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company extent such Change of Control meets the requirements for a release change in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations control event under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”Section 409A), the Executive Base Salary portion of such Separation Payment shall forfeit be payable in a lump sum within 60 days following such separation from service subject to all rights other terms and conditions herein. Notwithstanding anything herein to receive the Severance Compensation. (c) Subject to Section 13contrary, in the Severance Compensation event that the period in which a release agreement could be considered and become irrevocable spans two taxable years, any Separation Payment that becomes payable hereunder shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods or commence in the General Release (the “Release Effective Date”); provided that, if the date later of the Triggering Event and the Required Release Date are in different calendar two taxable years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions all other terms and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such addressconditions herein. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (18or Executive’s estate or beneficiaries, if applicable) months (i) such portion of Executive’s Base Salary as has accrued prior to such termination and have not yet been paid, (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination, (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid for the prior fiscal year, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred, (iv) any amounts for accrued but unused vacation days (as provided above) and (v) any vested or accrued benefits under the Company’s employee benefits plans (the “Accrued Obligations”). Such Accrued Obligations shall be paid as follows: (A) for (i) and (iv), the earlier of the next payroll date of the Company following a Change the date of Controltermination and such date as is required by law, (B) for (iii), when Bonuses are paid to other senior executive officers of the Company, (C) for (ii), under the Company’s expense reimbursement policy and (D) for (v), under the terms of the applicable employee benefit plans of the Company. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive with Good Reason, (ii) by the Company without Cause or (iii) on account of Executive’s death or Disability, the Company shall pay to Executive each of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”)Accrued Obligations. Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”)In addition, the Executive shall forfeit all rights to receive be eligible for the Severance Compensation. severance benefits set forth in Sections 4(b)(i)-4(b)(iii) below as further described therein. The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and non-revocation of a separation and general release of claims agreement in a form attached hereto as Exhibit D (cthe “Release”). The Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) Subject to Section 13day following Executive’s termination of employment, or such earlier date as determined by the Severance Compensation Company. The severance payments and benefits shall be paid in equal monthly installments over a or commence, as applicable, on the first payroll period of twelve (12) months on Employer’s regular payroll dates in effect on following the date of terminationthe Executive’s termination and an effective Release (the “Payment Date”). Notwithstanding the foregoing, commencing with if the 60th day following Executive’s termination occurs in the calendar year following the calendar year in which Executive’s employment terminates, the Payment Date shall be no earlier than January 1 of such subsequent calendar year, but in any event on the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to termination and an effective Release in such addresssubsequent calendar year. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall pay to Executive each experiences a Separation from Service as a result of the following as “Severance Compensation”: either (i) An amount equal to 110% of the Company or Subsidiary terminating the Executive’s Base Salary in place at employment during the time of the Triggering EventSeverance Period other than pursuant to Section 3(a)(i) or 3(a)(ii), payable as specified below; and or (ii) An amount equal the Executive terminating his employment pursuant to Section 3(b), provided that the Executive executes a release of claims, substantially in the form rendered by senior executives of the Company prior to the average Change in Control, within twenty-one (21) days following the Termination Date and that the Executive not revoke such release within seven (7) days thereafter, subject to Section 20, the Company will pay to the Executive the amounts described in Annex A in substantially equal monthly installment payments over a 24-month period beginning within 30 days after the Termination Date including credited interest on the unpaid balance at six percent (6%) per annum and will continue to provide to the Executive the benefits described on Annex A for the periods described therein. Notwithstanding any of Executive’s bonuses the foregoing to the contrary, to the extent that the thirty (30) day period for execution and revocation of the release of claims spans two taxable years, the first installment payment shall automatically be paid over in the previous two fiscal years from the Triggering Event, payable as specified belowsecond taxable year. (b) Payment Without limiting the rights of the Severance Compensation is contingent uponExecutive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to six percent (6%) per annum. Such interest will be payable as it accrues on demand. The Executive will also be entitled to recover attorney’s fees, costs and expenses related to the Company’s failure to pay, which expenses shall be reimbursed by the Company as follows: (i) Executive’s executing and delivering to such expenses must be incurred during the Company applicable statute of limitations period for bringing a release in favor of the Company in a form satisfactory to the Company and its counselclaim under this subsection (b), which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) such expenses eligible for reimbursement will not affect the expenses eligible for reimbursement in any other year, (iii) any reimbursement of such expenses will be made on or before the last day of the year following the year in which the expense was incurred, and (iv) the Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but right to reimbursement is not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such addressliquidation or exchange for another benefit. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. Upon termination of Executive’s employment during the Employment Period by the Company, other than for Cause or by the Executive for Good Reason, Executive shall receive the severance benefits described in this Section 6. (a) If a Triggering Event occurs within eighteen (18) months following a Change of Control, the Company Executive shall pay to Executive each of the following as “Severance Compensation”: (i) An receive an amount equal to 110% twelve (12) months of Executive’s monthly Base Salary in place at the time effect as of the Triggering Eventdate of termination plus the pro-rata Annual Bonus amount of sixty percent (60%) of annual Base Salary, payable (the “Separation Payment”); provided, that no later than fifty (50) days after Executive terminates employment he executes an agreement releasing the Company and its affiliates from any liability associated with this Agreement substantially in the form attached as specified below; and Exhibit A (iior such other form mutually agreed upon by the parties ) An amount equal (the “Release”) and all time periods imposed by law permitting cancellation or revocation of such Release by Executive shall have passed or expired. Subject to anything to the average contrary in Section 11(d)(3) and Section 15, the Separation Payment shall be paid in accordance with the customary payroll practices of the Company with the first payment made on the payroll date that first follows the date the revocation period of the Release has ended (without any revocation by Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below). (b) Payment of the Severance Compensation is contingent upon: (i) Subject to Executive’s executing and delivering timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), with respect to the Company a release Company’s group health insurance plans in favor of which the Company in a form satisfactory Executive (and his spouse and other dependents) participated immediately prior to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates termination date (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release DateCOBRA Continuation Coverage”), the Company will reimburse Executive shall forfeit all rights to receive for the Severance Compensation. amount Executive pays for COBRA Continuation Coverage for himself and his spouse and other dependents during the Premium Reimbursement Period (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a “COBRA Premium Reimbursements”). The “Premium Reimbursement Period” is the period of twelve (12) months on Employer’s regular payroll dates in effect that begins on the date of termination, commencing with Executive terminates employment and ends on the first payroll earlier of: (1) the twelfth (12th) month after the termination date following and (2) the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment eligibility for reason other than a Triggering Event, except as otherwise specifically provided for COBRA Continuation Coverage under an Employment Agreement, the Company’s employee benefit group health plans ends (which may be the date on which Executive becomes covered by another employer’s group health plan because of reemployment or as otherwise expressly required by applicable lawotherwise).

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months following a Change Upon termination of ControlExecutive’s employment prior to expiration of the Employment Period unless the Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, the Executive shall be entitled to receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company shall pay to Executive each of during the following as “Severance Compensation”: (i) An period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to 110% of Executive’s Base Salary during the prior six months and Bonus and Override Bonus during the prior six months (the “Separation Period”), as in place at the time effect as of the Triggering Eventdate of termination (the “Separation Payment”), payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years provided that Executive executes an agreement releasing Company and its affiliates from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing any liability associated with this Agreement in form and delivering to the Company a release in favor of the Company in a form terms satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and complies with his other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well provided in Section 12 and 13 hereof, as any restrictive covenants, including but a condition to such Separation Payment. In the event that either party provides the other party with written notice not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between to renew this Agreement at least three (3) months prior to the Executive expiration of the Employment Period pursuant to Section 2 and the Company Company, after such notice, terminates Executive’s employment prior to the expiration of the Employment Period, the date of termination for purposes of this AgreementSection 6 shall be construed to be the expiration of the Employment Period; the effect of which shall be that Executive shall continue to receive his Base Salary, whether contained Bonuses and other perquisites and benefits specified in an this Agreement through the stated Employment Agreement or otherwise (Period after which the “Restrictive Covenants”)Severance Compensation as specified in this Section 6 shall commence. SpecificallyFor purposes of illustration, if in the event that Executive has not satisfactorily performed all notifies Company on September 15, 2017 of his obligations under intention not to renew this Agreement or the foregoing Restrictive Covenantsand Company, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; oron September 16, if such Severance Compensation has already been paid2017 terminates Executive’s employment, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights entitled to receive the Severance Compensation. (c) Subject to Section 13his Base Salary, Bonuses and other perquisites and benefits specified in this Agreement in full through December 31, 2017 as if still employed by Company with the Severance Compensation specified in this Section 6 to commence on January 1, 2018. In addition, the Executive’s cost of COBRA coverage will be covered for a period of six months following the date of termination. The Separation Payment shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing accordance with the first customary payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date practices of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Company. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If Employee's employment is terminated pursuant to Section 4(e) (by the Company without cause) after the Full Start Date, the Company shall: (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate in effect on the Date of Termination; and (B) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a Triggering Event occurs within eighteen pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement.. (18b) months following a Change of ControlIf Employee's employment is terminated for any reason other than by the Company without cause after the Full Start Date, the Company shall pay to Executive each Employee (or Employee's estate or beneficiary, as the case may be) any unpaid base salary through the Date of Termination and any bonus for the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal year prior to the average year in which the Date of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, Termination occurs which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will been paid. Employee shall not be entitled to any Severance Compensation bonus for the year in which the Date of Termination occurs. All rights and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive benefits which Employee or his estate may have under employee benefit plans in which Employee shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by participating at the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive of termination of employment shall forfeit all rights to receive the Severance Compensationbe determined in accordance with such plans. (c) Subject If Employee's employment is terminated by the Company pursuant to Section 134(d) (by the Company For Cause), and subject to applicable law and regulations, the Severance Compensation Company shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on entitled to offset against any payments due Employee any loss or damage which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date Company shall suffer as a result of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date acts or omissions of the second year (regardless of when the Release Effective Date occursEmployee giving rise to termination under Section 4(d). (d) All Severance Compensation payments are subject Employee acknowledges that the Company has the right to terminate Employee's employment without cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the usual taxesCompany and Employee. Accordingly, payroll deductions and withholdings in the event of such termination, Employee shall be entitled only to those benefits specifically provided in this Section 5, and shall be mailed not have any other rights to Executive’s last known residential address. It is Executive’s obligation to keep any compensation or damages from the Company informed as to any changes to such addressfor breach of contract. (e) Executive Employee acknowledges that in the event of termination of Employee's employment for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) shall not be entitled to any other salary, bonuses, employee benefits severance or other compensation after termination of his employment for reason other than a Triggering Event, from the Company except as otherwise specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee shall not be entitled to any benefits under an Employment Agreement, the Company’s employee benefit plans any such plan or as otherwise expressly required by applicable lawpolicy.

Severance Compensation. (a) If a Triggering Event occurs within eighteen In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (18or Executive’s estate) months following a Change such portions of ControlExecutive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously approved by the Board for payment to Executive but not yet paid (the “Accrued Obligations”). Such Accrued ​ Obligations shall be paid as soon as possible after termination, and in any event in accordance with applicable law. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive each the Accrued Obligations and shall make the severance payments and provide the benefits described below; provided that receipt of any such severance payments and benefits (other than the Accrued Obligations) shall be dependent upon Executive’s execution and, to the extent applicable, non-revocation of a separation and general release of claims agreement in substantially the form attached hereto as Exhibit A (which may be revised by the Company in accordance with the footnotes therein) (the “Release”), provided to Executive in connection with Executive’s termination. The Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s termination of employment, or such earlier date as determined by the Company. The severance payments and benefits shall be paid or commence, as applicable, on the first payroll period following the date of the Executive’s termination and an effective Release (the “Payment Date”). Notwithstanding the foregoing, if the 60th day following as “Severance Compensation”:Executive’s termination occurs in the calendar year following the date on which Executive’s employment terminates, the Payment Date shall be no earlier than January 1 of such subsequent calendar year. (i) An amount equal If Executive’s termination occurs prior to 110% or after the twelve (12) month period following a Corporate Change (the “Protected Period”), the Company shall continue to pay Executive’s base salary for twelve (12) months following Executive’s termination of employment in accordance with the Company’s payroll practice, beginning on the Payment Date; provided, that the first installment will include all amounts that otherwise would have been paid to Executive from the date Executive’s employment terminates through the Payment Date had the Release become effective on the date of termination. If Executive’s termination of employment occurs during the Protected Period, then, in lieu of the foregoing, the Company shall pay Executive eighteen (18) months of Executive’s Base Salary base salary in place at a lump sum on the time of the Triggering Event, payable as specified below; andPayment Date. (ii) An Only if the termination occurs during the Protected Period, the Company shall pay Executive an amount equal to one and one-half times Executive’s target annual bonus, described in Section 3(b) hereof, for the average year in which the termination of employment occurs, which total amount shall be payable in a lump sum on the Payment Date. (iii) Only if the termination occurs during the Protected Period, one hundred percent (100%) of Executive’s bonuses paid over then outstanding unvested time-based equity awards granted by the Company shall vest immediately upon the Payment Date. For the avoidance of doubt, any equity awards that vest based on the achievement of performance metrics shall be governed by the terms of the applicable award agreement and shall not be entitled to accelerated vesting pursuant to the previous two fiscal years from the Triggering Event, payable as specified belowsentence. (biv) Payment Should Executive timely elect and be eligible to continue receiving group medical coverage pursuant to the law known as COBRA, and so long as the Company ​ can provide such benefit without violating the nondiscrimination requirements of applicable law, the Company will continue to pay the share of the Severance Compensation premium for such coverage that is contingent upon: (i) Executive’s executing and delivering to paid by the Company a release in favor for active and similarly-situated employees who receive the same type of the Company in a form satisfactory to the Company and its counselcoverage, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenantsadministrative fee, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date for twelve (12) months following Executive’s termination of this Agreement, whether contained in an Employment Agreement or otherwise employment (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if the termination occurs during the Protected Period, for eighteen (18) months following such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”termination of employment), subject to applicable law and the Executive terms of the respective policies; provided that the Company’s obligation to provide the premium payments contemplated herein shall forfeit all rights terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to receive the Severance Compensationextend any period of continuation coverage (e.g., COBRA) required by Federal law. (c) Subject to Section 13, In the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to event that Executive’s last known residential address. It employment hereunder is Executive’s obligation to keep the Company informed as to any changes to such address. terminated (ei) by Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering EventGood Reason, or (ii) by the Company for Cause, or (iii) as a result of Executive’s death or Disability, then the Company will pay to Executive the Accrued Obligations. The Company shall have no obligation to pay Executive (or Executive’s estate) any other compensation following such termination except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawin Section 4(a).

Severance Compensation. (a) If a Triggering Event occurs within eighteen In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (18or Executive’s estate) months following a Change such portions of ControlExecutive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously approved by the Board for payment to Executive but not yet paid (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination, and in any event in accordance with applicable law. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive each the Accrued Obligations and shall make the severance payments and provide the benefits described below; provided that receipt of any such severance payments and benefits (other than the Accrued Obligations) shall be dependent upon Executive’s execution and, to the extent applicable, non-revocation of a separation and general release of claims agreement in substantially the form attached hereto as Exhibit A (which may be revised by the Company in accordance with the footnotes therein) (the “Release”), provided to Executive in connection with Executive’s termination. The Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s termination of employment, or such earlier date as determined by the Company. The ​ severance payments and benefits shall be paid or commence, as applicable, on the first payroll period following the date of the Executive’s termination and an effective Release (the “Payment Date”). Notwithstanding the foregoing, if the 60th day following as “Severance Compensation”:Executive’s termination occurs in the calendar year following the date on which Executive’s employment terminates, the Payment Date shall be no earlier than January 1 of such subsequent calendar year. (i) An amount equal If Executive’s termination occurs prior to 110% or after the twelve (12) month period following a Corporate Change (the “Protected Period”), the Company shall continue to pay Executive’s base salary for twelve (12) months following Executive’s termination of employment in accordance with the Company’s payroll practice, beginning on the Payment Date; provided, that the first installment will include all amounts that otherwise would have been paid to Executive from the date Executive’s employment terminates through the Payment Date had the Release become effective on the date of termination. If Executive’s termination of employment occurs during the Protected Period, then, in lieu of the foregoing, the Company shall pay Executive eighteen (18) months of Executive’s Base Salary base salary in place at a lump sum on the time of the Triggering Event, payable as specified below; andPayment Date. (ii) An Only if the termination occurs during the Protected Period, the Company shall pay Executive an amount equal to one and one-half times Executive’s target annual bonus, described in Section 3(b) hereof, for the average year in which the termination of employment occurs, which total amount shall be payable in a lump sum on the Payment Date. (iii) Only if the termination occurs during the Protected Period, one hundred percent (100%) of Executive’s bonuses paid over then outstanding unvested time-based and performance-based equity awards granted by the previous two fiscal years from Company shall vest immediately upon the Triggering Event, payable as specified belowPayment Date. (biv) Payment Should Executive timely elect and be eligible to continue receiving group medical coverage pursuant to the law known as COBRA, and so long as the Company can provide such benefit without violating the nondiscrimination requirements of applicable law, the Company will continue to pay the share of the Severance Compensation premium for such coverage that is contingent upon: (i) Executive’s executing and delivering to paid by the Company a release in favor for active and similarly-situated employees who receive the same type of the Company in a form satisfactory to the Company and its counselcoverage, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenantsadministrative fee, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date for twelve (12) months following Executive’s termination of this Agreement, whether contained in an Employment Agreement or otherwise employment (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if the termination occurs during the Protected Period, for eighteen (18) months following such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”termination of employment), subject to applicable law and the Executive terms of the respective policies; provided that the Company’s obligation to provide the premium payments contemplated herein shall forfeit all rights terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to receive the Severance Compensationextend any period of continuation coverage (e.g., COBRA) required by Federal law. (c) Subject to Section 13, In the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to event that Executive’s last known residential address. It employment hereunder is Executive’s obligation to keep the Company informed as to any changes to such address. terminated (ei) by Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering EventGood Reason, or (ii) by the Company for Cause, or (iii) as a result of Executive’s death or Disability, then the Company will pay to Executive the Accrued Obligations. The Company shall have no obligation to pay Executive (or ​ ​ Executive’s estate) any other compensation following such termination except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawin Section 4(a).

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months following a Change of ControlIf, before the Contract Expiration Date, Employee's employment is terminated by the Company without cause or by Employee for good reason, then, except as provided in Paragraph 9(b), 9(c), or 9(d), the Company shall pay and provide to Executive each Employee the following compensation and benefits through the last to occur of (x) the expiration of six months after the effective date of the termination, and (y) the Contract Expiration Date (such last-to-occur date is hereinafter referred to as the "Severance Benefits Termination Date"): (i) base salary at the highest monthly rate payable to Employee during the Contract Period, to be paid at the times provided in Paragraph 4 hereof; (ii) coverage under the Company's medical insurance plan, short-term disability plan, long-term disability plan, Salary Continuation Arrangement, Disability Benefit Arrangement, and Executive Life Insurance Benefit (provided that he became eligible to participate therein prior to the date his employment is terminated), each as in effect on the Change in Control Date (or, if subsequently amended to increase benefits to Employee or his dependents, as so amended) and each as if Employee's employment had continued through the Severance Benefits Termination Date; and (iii) coverage and service credit under the Salaried Plan and any Excess Benefit Plan maintained in connection with the Salaried Plan under which he is eligible to participate so that the aggregate benefits payable to or with respect to the Employee under the Salaried Plan and any such Excess Benefit Plan will be equal to the aggregate benefits that would have been paid to or with respect to Employee under the Salaried Plan and any such Excess Benefit Plan if Employee's employment had continued through the Severance Benefits Termination Date. If any of the benefits to be provided under one or more of the plans, agreements, or arrangements specified above cannot be provided through that plan, agreement, or arrangement to Employee following as “Severance Compensation”termination of his employment, the Company shall directly provide the full equivalent of such benefits to Employee. For example, since it is not possible to provide additional service credit directly through the Salaried Plan, if Employee becomes entitled to an additional 18 months of service credit under the Salaried Plan pursuant to (iii) above, the Company will be required to pay to Employee, from its general assets, on each date on which Employee receives a payment from the Salaried Plan, a supplemental payment equal to the amount by which that particular payment under the Salaried Plan would have been increased if Employee's total service credit under the Salaried Plan were 18 months greater than is actually the case. In addition, if in these circumstances any payments become due under the Salaried Plan with respect to Employee following his death, the Company will be obligated to make similar supplemental payments with respect to Employee on the dates on which payments are made with respect to Employee under the Salaried Plan. (b) If Employee becomes entitled to compensation and benefits pursuant to Paragraph 9(a) he shall use reasonable efforts to seek other employment, provided, however, that he shall not be required to accept a position of less importance and dignity or of substantially different character than that of his position with the Company or a position that would require Employee to engage in activity in violation of Employee's agreement with respect to noncompetition set forth in Paragraph 11 hereof nor shall he be required to accept a position outside the greater Cleveland area. The Company's obligations under items (i) and (ii) of Paragraph 9(a) will be offset by payments and benefits received by Employee from another employer to the following extent: (i) An amount equal The Company's obligation to 110% pay any particular installment of Executive’s Base Salary in place at base salary following Employee's termination will be offset, on a dollar for dollar basis, by any cash compensation received by Employee from another employer before the time date on which the installment of base salary is payable by the Triggering Event, payable as specified below; andCompany. (ii) An amount equal to To the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Eventextent that Employee is provided medical, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to dental, or short-term or long-term disability income protection benefits by another employer during any period, the Company will be relieved of its obligation to provide such benefits to Employee. For example, if a release in favor of new employer provides Employee with a medical benefits plan that pays $500.00 for a specific claim made by Employee and the Company's medical insurance plan would have paid $750.00 for that claim, then the Company will be obligated to pay Employee $250.00 with respect to that claim. Other than as provided in a form satisfactory this Paragraph 9(b) Employee shall have no duty to mitigate the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as amount of any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of payment or benefit provided for in this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject If during any period in which Employee is entitled to Section 13, payments or benefits from the Severance Compensation shall Company under Paragraph 9(a): (i) Employee materially and willfully breaches his agreement with respect to confidential information set forth in Paragraph 10 hereof and such breach directly causes the Company substantial and demonstrable damage; or (ii) Employee materially and willfully breaches his agreement with respect to noncompetition set forth in Paragraph 11 hereof and such breach directly causes the Company substantial and demonstrable damage; then the Company will be paid in equal monthly installments over a period relieved of twelve (12its obligations under Paragraph 9(a) months on Employer’s regular payroll dates in effect on hereof as of the first day of the month immediately following the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)such material breach. (d) All If Employee dies on or before the Severance Compensation Benefits Termination Date and immediately before his death he is entitled to payments are or benefits from the Company under Paragraph 9(a), the Company will be relieved of its obligations under item (i) of Paragraph 9(a) as of the first day of the month immediately following the month in which Employee dies and thereafter the Company will provide to Employee's beneficiaries and dependents salary continuation payments, benefits under any Excess Benefits Plan (as supplemented by item (iii) of Paragraph 9(a)), and continuing medical and dental benefits to the same extent (subject to reduction for payments or benefits from a new employer under Paragraph 9(b)) as if Employee's death had occurred while Employee was in the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination active employ of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If Employee's employment is terminated pursuant to Section 4(e) (by the Company without cause) prior to the end of the Term, the Company shall: (i) continue to pay to Employee the salary which Employee would have earned through the end of the Term as if Employee's employment had not terminated; (ii) shall pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans through the end of the Term, to the extent permitted by the plan; and (iii) pay to Employee any bonus to which he may become entitled under the Officer Bonus Plan. (b) If Employee's employment is terminated by Employee pursuant to Section 4(f) prior to the end of the Term, the Company shall: (i) within five days following termination, pay to Employee an amount equal to the amount of salary which Employee would have earned from the date of termination through the end of the Term had Employee's employment not terminated (which payment shall be a Triggering Event occurs within eighteen lump sum without discount); (18ii) months following a Change pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans through the end of Controlthe Term, to the extent permitted by the plan; and (iii) pay to Employee any bonus to which he may become entitled under the Officer Bonus Plan. (c) If Employee's employment is terminated for any reason other than by the Company without cause prior to the end of the Term or by Employee pursuant to Section 4(f), the Company shall pay to Executive each of Employee (or Employee's estate or beneficiary, as the following as “Severance Compensation”: case may be): (i) An amount equal to 110% any unpaid base salary through the date of Executive’s Base Salary in place at the time termination of the Triggering Eventemployment, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing any bonus to which he may become entitled under the Officer Bonus Plan. All rights and benefits which Employer or his obligations estate may have under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may employee benefit plans in which Employee shall be made and entered into by and between the Executive and the Company after participating at the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all termination of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive employment shall be required to reimburse the Company determined in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationaccordance with such plans. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. Upon termination of Executive’s employment (other than upon the expiration of the Employment Period): (a) If Executive shall be entitled to receive any earned but unpaid Base Salary through the termination date; (b) Executive shall be entitled to receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date, and (c) Executive shall be entitled to receive any accrued but unused vacation time through the termination date. Further, subject to Section 10 and unless the Executive’s employment is terminated as a Triggering Event occurs within eighteen (18) months following a Change result of Controlhis death or Disability or for Cause or Executive terminates his employment without Good Reason, then upon the termination or non-renewal of Executive’s employment, the Company shall pay to Executive a “Separation Payment” as follows: (a) the Company shall pay Executive an amount equal to four (4) weeks of Executive’s Base Salary (as in effect immediately prior to the termination date) for each full year of service. Executive shall be given credit for his service commencing from September 22, 2016; and (b) should Executive, at Executive's sole and exclusive option, provide the following as “Severance Compensation”Company with the Company’s then reasonable and standard form of separation, waiver and release agreement releasing Company and its affiliates from any liability associated with this Agreement within 60 days of termination, then the Company shall: (i) An amount equal pay to 110% of Executive’s Executive the Base Salary (in place at effect immediately prior to the time termination date) until the last to occur (the “Separation Period”) of (A) the expiration of the Triggering Eventremaining portion of the Initial Term or the then applicable Renewal Term, as the case may be, but in no event an amount greater than the Base Salary payable as specified below; should either such period expire within two (2) years, or (B) the 12-month period commencing on the date Executive is terminated, the amount calculated under this subparagraph shall be payable in one lump sum, and (ii) An provide or reimburse Executive for the entirety of the Separation Period for the same or substantially the same medical, dental, long-term disability and life insurance pursuant to Section 9 to which Executive was entitled hereunder as of the date of termination provided, however, that in the case of such medical and dental insurance, that Executive makes a timely election for continuation coverage under COBRA, (iii) pay Executive, in one lump sum, an amount equal to the average product obtained by multiplying (x) the maximum Annual Bonus as set forth in Section 5 which Executive would have been otherwise entitled to receive by (y) the fraction in which the numerator is the number of calendar months worked including the entire month in which severance occurred and the denominator of which is 12. If the Annual Bonus cannot be determined at the time the Executive’s bonuses paid over the previous two fiscal years from the Triggering Eventemployment is terminated then, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to if possible, the Company and its counsel, which generally Executive shall make a good faith effort to estimate the amount of the Annual Bonus and unconditionally releases from adjust such amount promptly following the completion of the Company’s annual audit; and (iv) all claims the Company and its directors, officers, employees, insurers, outstanding Options and other affiliates (Equity Awards held by Executive immediately prior to the “General Release”) termination date shall immediately vest and the General Release becoming effective without timely revocation; and (ii) become fully exercisable for a period of 24 months following Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenantstermination date regardless of the terms of the option plan or option agreement. Unless otherwise specified, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if make such Severance Compensation has already been paid, Executive shall be required to reimburse the Company payments in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s accordance with its regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)schedule. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. In the event Company terminates Employee’s employment without Cause (aas defined below) If a Triggering Event occurs within eighteen or if Employee terminates Employee’s employment for Good Reason (18) months following a Change of Controlas defined below), in either case after the Effective Date, and Employee strictly complies with Paragraph 6 as reasonably determined by Company in good faith, Company shall pay to Executive each of to, or on behalf of, Employee the following as amounts identified under Paragraphs 2.06(a), (b) and (c) (the “Severance Compensation”), on the following terms and conditions: (ia) An an amount equal to 110% twelve (12) months of ExecutiveBase Salary, payable in substantially equal installments according to Company’s Base Salary normal payroll practices over the period represented by such compensation (the “Severance Period”), after expiration of all applicable rescission periods related to the general release of claims described in place Paragraph 2.06(d); and (b) subject to Employee’s copayment of premium amounts at the applicable active employee rate and should Employee timely elect under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) to continue health care coverage under Company’s group health plan for Employee, Employee’s spouse or registered domestic partner and Employee’s eligible dependents following such termination date, then Company shall either pay directly to the provider the monthly cost of such coverage on behalf of Employee or reimburse Employee for the monthly cost of such coverage until the earlier of (i) the expiration of the Severance Period, or (ii) the first date Employee is eligible for coverage under another employer’s heath benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Should Company’s reimbursement result in the recognition of taxable income (whether for federal, state or local income tax purposes) by Employee or Employee’s spouse or registered domestic partner or other eligible dependent, then Employee and Employee’s spouse or registered domestic partner or dependents shall each be responsible for the payment of the income and employment tax liability resulting from such coverage, and Company will not provide any tax gross-up payments to Employee (or any other person) with respect to such income and employment tax liability. Notwithstanding the foregoing, Company reserves the right to restructure the foregoing health care premium reimbursement arrangement in any manner necessary or appropriate to avoid fines, penalties or negative tax consequences to Company or Employee (including, without limitation, to avoid any penalty imposed for violation of the non-discrimination requirements under the Patient Protection and Affordable Care Act or the guidance issued thereunder), as determined by Company in its sole and absolute discretion; and (c) an amount equal to a pro-rated portion of the Target Bonus that would have been payable to Employee for the fiscal year in which the termination of employment occurs, based on achievement of objectives and payable in the same manner and at the same time as Target Bonus payments are made to other executives of Company for such fiscal year (such pro-rated portion based on the portion of the fiscal year that Employee was employed by Company). (d) To be eligible for any of the Severance Compensation, Employee must (i) be employed full-time by Company(as described above) at the time of termination of employment without Cause or for Good Reason (the Triggering Event, payable as specified below“Termination Date”); and (ii) An amount equal have signed and not rescinded within the applicable time periods a comprehensive separation agreement and general release of claims that includes provisions relating to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Eventcooperation, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentialitynon-admission, non-disclosure, non-solicitationdisparagement, return of all property and non-competition, other terms in a form acceptable to Company (“Release”) and that may be made and entered into by and between Release becomes effective in accordance with its terms on or before the Executive and the Company 60th day after the date of this Agreement, whether contained Termination Date; and (iii) be in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his strict compliance with Employee’s obligations under this Agreement or the foregoing Restrictive Covenantsincluding, then Executive will but not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; orlimited to, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Paragraph 6 as reasonably determined by Company in good faith, as well as Employee’s obligations under the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such addressRelease. (e) Executive This Agreement is intended to be interpreted and applied so that the payments and benefits set forth herein shall either be exempt from Section 409A of the Internal Revenue Code (“Section 409A”) or comply with the requirements of Section 409A, and this Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, interest or penalties under Section 409A. Each of the payments that may be entitled made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Notwithstanding anything to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A), any other salary, bonuses, employee payments or benefits or other compensation after due upon a termination of his Employee’s employment under any arrangement that constitutes a “deferral of compensation” (within the meaning of Section 409A) and which is not otherwise exempt from Section 409A shall be delayed until the earlier of (i) the date that is six (6) months after Employee’s “separation from service” (as defined in Section 409A), and (ii) the date of Employee’s death. (f) No Severance Compensation shall be payable to Employee in the event of termination for Cause, Employee’s resignation for a reason other than a Triggering EventGood Reason, except Employee’s death or disability, or Employee’s failure to be in strict compliance with Paragraph 6 as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required reasonably determined by applicable lawCompany in good faith.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months following a Change Upon termination of ControlExecutive’s employment prior to expiration of the Employment Period unless the Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, the Executive shall be entitled to receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company shall pay to Executive each of during the following as “Severance Compensation”: (i) An period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to 110100% of the sum of Executive’s then-current Base Salary in place at and current Annual Bonuses earned during the time of prior twelve (12) months (the Triggering Event“Separation Period”), payable as specified below; and (ii) An amount equal immediately prior to the average date of Executive’s bonuses paid over termination (the previous two fiscal years from the Triggering Event“Separation Payment”), payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the provided that Executive executes an agreement releasing Company and its counsel, which generally affiliates from any liability associated with this Agreement and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and complies with his other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well provided in Section 14 and 15 hereof, as any restrictive covenantsa condition to such Separation Payment. Subject to the terms hereof, including but not limited to, confidentiality, nonone-disclosure, non-solicitation, half of the Separation Payment shall be paid within ten (10) days following the execution and non-competition, that may be made and entered into by and between delivery of the Executive aforementioned release and the Company after balance of the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation Separation Payment shall be paid in equal monthly installments over a period accordance with the customary payroll practices of the Company, provided, however, that following the occurrence of the Change of Control the Separation Payment shall be payable within ninety (90) days of the termination of this Agreement and the employment of Executive for Good Reason (as defined below) following the Change of Control. Subject to the Executive’s (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), Company shall promptly reimburse Executive for the cost of COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (x) the Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, and (y) twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the termination date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the benefits provided under this clause (ii), the “Release Effective DateMedical Continuation Benefits”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed or until such time as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee obtain reasonably equivalent benefits from subsequent employment or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawspousal benefits.

Severance Compensation. Upon termination of Executive’s employment during the Employment Period by the Company, other than for Cause or by the Executive for Good Reason, Executive shall receive the severance benefits described in this Section 6. (a) If a Triggering Event occurs within eighteen (18) months following a Change of Control, the Company Executive shall pay to Executive each of the following as “Severance Compensation”: (i) An receive an amount equal to 110% six (6) months of Executive’s monthly Base Salary in place at the time effect as of the Triggering Eventdate of termination plus the pro-rata Annual Bonus amount of thirty percent (30%) of annual Base Salary, payable (the “Separation Payment”); provided, that no later than fifty (50) days after Executive terminates employment he executes an agreement releasing the Company and its affiliates from any liability associated with this Agreement substantially in the form attached as specified below; and Exhibit A (iior such other form mutually agreed upon by the parties ) An amount equal (the “Release”) and all time periods imposed by law permitting cancellation or revocation of such Release by Executive shall have passed or expired. Subject to anything to the average contrary in Section 11(d)(3) and Section 15, the Separation Payment shall be paid in accordance with the customary payroll practices of the Company with the first payment made on the payroll date that first follows the date the revocation period of the Release has ended (without any revocation by Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below). (b) Payment of the Severance Compensation is contingent upon: (i) Subject to Executive’s executing and delivering timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), with respect to the Company a release Company’s group health insurance plans in favor of which the Company in a form satisfactory Executive (and his spouse and other dependents) participated immediately prior to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates termination date (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release DateCOBRA Continuation Coverage”), the Company will reimburse Executive shall forfeit all rights to receive for the Severance Compensation. amount Executive pays for COBRA Continuation Coverage for himself and his spouse and other dependents during the Premium Reimbursement Period (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a “COBRA Premium Reimbursements”). The “Premium Reimbursement Period” is the period of twelve (12) months on Employer’s regular payroll dates in effect that begins on the date of termination, commencing with Executive terminates employment and ends on the first payroll earlier of: (1) the sixth (6th) month after the termination date following and (2) the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment eligibility for reason other than a Triggering Event, except as otherwise specifically provided for COBRA Continuation Coverage under an Employment Agreement, the Company’s employee benefit group health plans ends (which may be the date on which Executive becomes covered by another employer’s group health plan because of reemployment or as otherwise expressly required by applicable lawotherwise).

Severance Compensation. ​ (a) If In the event of any termination of Executive’s employment for any reason the Company shall pay Executive (or Executive’s estate) such portions of Executive’s Base Salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). ​ (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Triggering Event occurs within eighteen Good Reason or (18ii) months following a Change of Controlby the Company without Cause, the Company shall pay to Executive each the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth in Section (b)(i) below for twelve (12) months following Executive’s termination of employment (the “Severance Period”), and pay to Executive the severance benefits set forth in Section (b)(ii). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution (and, as applicable, nonrevocation) of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the following as “Severance Compensation”:Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive’s employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b). ​ (i) An amount equal to 110% of If Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and employment is terminated (iiA) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. by Executive for a Good Reason or (bB) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to by the Company a release without Cause, in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company either case before or after the date of this AgreementProtected Period, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay Executive his/her Base Salary, less any amounts required to be withheld under applicable law, for the Severance Compensation; orPeriod in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is commencing no later than sixty (60) days after following the Triggering Event effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good ​ Reason or (B) by the “Required Release Date”)Company without Cause, in either case during the Protected Period, the Company shall pay Executive shall forfeit all rights to receive his/her Base Salary for the Severance Compensation.Period, which total amount shall be payable in a lump sum no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination. ​ (cii) Subject to Section 13, The Company shall provide Executive with a lump sum payment representing the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date net value of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed contributions to Executive’s last known residential address. It is current group health premiums that PTC would have paid on Executive’s obligation behalf (had Executive continued to keep be an employee of PTC) for the Company informed Severance Period, less any amounts required to be withheld under applicable law. Such payment shall be made no later than sixty (60) days following the effective date of Executive’s termination; provided that the Release has been executed and any applicable revocation period has expired as to any changes to such address. (e) Executive of the 60th day following Executive’s termination. The foregoing shall not be entitled construed to extend any other salaryperiod of continuation coverage (e.g., bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly COBRA) required by applicable Federal law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall or Subsidiary terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b) the Company will pay to the Executive each of the following as “Severance Compensation”amounts within five business days after the Termination Date and continue to provide to the Executive the following benefits: (i) An A lump sum payment in an amount equal to 110% three times the sum of Executive’s (A) Base Salary Pay, plus (B) Incentive Pay (determined in place at accordance with the time of the Triggering Event, payable as specified below; andstandards set forth in Section 1(f)). (ii) An For a period of thirty-six months following the Termination Date (the "Continuation Period"), the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in Section 3(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits, and (B) such Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the retirement income, supplemental executive retirement and other benefit plans of the Company or Subsidiary applicable to the Executive, his dependents or his beneficiaries immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination or denial described in Section 3(b)(ii)). If and to the extent that any benefit described in subsection (A) or (B) of this Section 4(a)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits along with, in the case of any benefit described in subsection (A) of this Section 4(a)(ii) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any Subsidiary, an additional amount such that after payment by the Executive, or his dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Without otherwise limiting the average purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to subsection (A) of this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive’s bonuses paid over 's Termination Date, and any such benefits actually received by the previous two fiscal years from Executive shall be reported by the Triggering Event, payable as specified belowExecutive to the Company. (b) Payment Without limiting the rights of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the Company a release so-called composite "prime rate" as quoted from time to time during the relevant period in favor The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationchange. (c) Subject Notwithstanding any provision of this Agreement to Section 13the contrary, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed parties' respective rights and delivered obligations under this Section 4 and the under Sections 5 and 7 will survive any termination or expiration of all revocation periods in this Agreement or the General Release (the “Release Effective Date”); provided that, if the date termination of the Triggering Event and the Required Release Date are Executive's employment following a Change in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Control for any reason whatsoever. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months following a Change of Control, Any amounts and benefits to which the Company shall pay to Executive each of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations entitled under this Agreement as well as shall be offset and reduced by any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may other amount of severance benefits to be made and entered into received by and the Executive upon termination of employment under any employment agreement between the Executive and the Company (or Subsidiary) or any other severance plan, policy, agreement or arrangement of the Company or Subsidiary. The amounts and benefits to which the Executive is entitled pursuant to Section 3 of this Agreement are: (a) A cash payment payable during each month of the Continuation Period (as defined below) in an amount equal to 1/12 of the sum of Base Pay and Incentive Pay, and commencing on the first day of the month following the Termination Date, (b) A lump-sum cash payment which the Company will pay within ten (10) business days after the date expiration of this Agreement, whether contained in an Employment Agreement or otherwise the Continuation Period (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled as defined below) equal to any Severance Compensation and the Company shall not pay matching contributions that would have been made under the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse Company's 401(k) savings plan(s) on the Company amounts described in the full amounts paid. Further, Section 4(a) if the Executive has not executed had continued in employment and delivered participated to the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”fullest extent under such plan(s). For this purpose, the Executive Company matching contribution rate shall forfeit all rights to receive be determined using the Severance Compensationrate of Company matching contribution in effect at the Change in Control, or the rate in effect on the Termination Date if greater. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over For a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release Termination Date (the “Release Effective Date”"Continuation Period"); provided that, if the date of Company will arrange to provide the Triggering Event Executive with continued medical, group life, and the Required Release Date are in different calendar yearsdental benefits substantially similar, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are and subject to the usual taxessame employee contribution requirement, payroll deductions to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the Change in Control). If and withholdings to the extent that the Company determines that any benefit described in this Section 4(c) cannot be paid or provided under any policy, plan, or program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself make a lump-sum payment to the Executive equal to the actuarial value of the Company's cost of providing such benefits. Benefits otherwise receivable by the Executive pursuant to this Section 4(c) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's Termination Date, and any such welfare benefits actually received by the Executive shall be mailed reported by the Executive to Executive’s last known residential addressthe Company. It is Executive’s obligation to keep Provided, however, notwithstanding any other agreement between the Company informed or Subsidiary and the Executive to the contrary, any payments due under this Section 4 that are rendered non-deductible by the Company (or any Subsidiary) solely by virtue of the $1,000,000 limit on applicable employee remuneration established under 162(m) of the Internal Revenue Code of 1986, as to any changes to such address. (e) Executive amended, during the tax year of the Change in Control, shall not be entitled to any other salary, bonuses, employee benefits payable until the next following tax year of the Company or other compensation after termination its successor. Such payment shall then be made within ten (10) business days following the start of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawsuch tax year.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months following a Change Upon termination of ControlExecutive’s employment prior to expiration of the Employment Period unless the Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, the Executive shall be entitled to receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company shall pay to Executive each of during the following as “Severance Compensation”: (i) An period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to 110% of Executive’s Base Salary during the prior six months and Bonus and Override Bonus during the prior six months (the “Separation Period”), as in place at the time effect as of the Triggering Eventdate of termination (the “Separation Payment”), payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years provided that Executive executes an agreement releasing Company and its affiliates from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing any liability associated with this Agreement in form and delivering to the Company a release in favor of the Company in a form terms satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and complies with his other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well provided in Section 12 and 13 hereof, as any restrictive covenants, including but a condition to such Separation Payment. In the event that either party provides the other party with written notice not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between 2 to renew this Agreement at least three (3) months prior to the Executive expiration of the Employment Period pursuant to Section 2 and the Company Company, after such notice, terminates Executive’s employment prior to the expiration of the Employment Period, the date of termination for purposes of this AgreementSection 6 shall be construed to be the expiration of the Employment Period; the effect of which shall be that Executive shall continue to receive his Base Salary, whether contained Bonuses and other perquisites and benefits specified in an this Agreement through the stated Employment Agreement or otherwise (Period after which the “Restrictive Covenants”)Severance Compensation as specified in this Section 6 shall commence. SpecificallyFor purposes of illustration, if in the event that Executive has not satisfactorily performed all notifies Company on September 15, 2017 of his obligations under intention not to renew this Agreement or the foregoing Restrictive Covenantsand Company, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; oron September 16, if such Severance Compensation has already been paid2017 terminates Executive’s employment, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights entitled to receive the Severance Compensation. (c) Subject to Section 13his Base Salary, Bonuses and other perquisites and benefits specified in this Agreement in full through December 31, 2017 as if still employed by Company with the Severance Compensation specified in this Section 6 to commence on January 1, 2018. In addition, the Executive’s cost of COBRA coverage will be covered for a period of six months following the date of termination. The Separation Payment shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing accordance with the first customary payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date practices of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Company. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If In the event of any termination of Executive’s employment for any reason the Company shall pay Executive (or Executive’s estate) such portions of Executive’s Base Salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Triggering Event occurs within eighteen Good Reason or (18ii) months following a Change of Controlby the Company without Cause, the Company shall pay to Executive each the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth in Section (b)(i) below for twelve (12) months following Executive’s termination of employment (the “Severance Period”), and pay to Executive the severance benefits set forth in Section (b)(ii). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution (and, as applicable, nonrevocation) of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the following as “Severance Compensation”:Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment. The distribution of severance benefits in this Section 4 is subject to section (iii) of this Section 4(b). (i) An amount equal to 110% of If Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and employment is terminated (iiA) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. by Executive for a Good Reason or (bB) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to by the Company a release without Cause, in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company either case before or after the date of this AgreementProtected Period, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay Executive his/her Base Salary, less any amounts required to be withheld under applicable law, for the Severance Compensation; orPeriod in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is commencing no later than sixty (60) days after following the Triggering Event effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the “Required Release Date”)Company without Cause, in either case during the Protected Period, the Company shall pay Executive shall forfeit all rights to receive his/her Base Salary for the Severance CompensationPeriod, which total amount shall be payable in a lump sum no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and any applicable revocation period has expired as of the 60th day following Executive’s termination. (cii) Subject to Section 13, The Company shall provide Executive with a lump sum payment representing the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date net value of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed contributions to Executive’s last known residential address. It is current group health premiums that PTC would have paid on Executive’s obligation behalf (had Executive continued to keep be an employee of PTC) for the Company informed Severance Period, less any amounts required to be withheld under applicable law. Such payment shall be made no later than sixty (60) days following the effective date of Executive’s termination; provided that the Release has been executed and any applicable revocation period has expired as to any changes to such address. (e) Executive of the 60th ​ day following Executive’s termination. The foregoing shall not be entitled construed to extend any other salaryperiod of continuation coverage (e.g., bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly COBRA) required by applicable Federal law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a), or if the Executive terminates his employment pursuant to Section 3(b) or Section 3(c), the Company will pay to the Executive each of the following as “Severance Compensation”amounts within 10 business days after the Termination Date and continue to provide to the Executive the following benefits: (i) An A lump sum payment in an amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and$________. (ii) An amount equal For a period of twenty-four months following the Termination Date (the "Continuation Period"), the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the average Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in Section 3(b)(ii)). If and to the extent that any benefit described in this Section 4(a)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive’s bonuses paid over , his dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the previous two fiscal years purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Triggering EventContinuation Period following the Executive's Termination Date, payable as specified belowand any such benefits actually received by the Executive shall be reported by the Executive to the Company. (b) Payment Without limiting the rights of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the Company a release so-called composite "prime rate" as quoted from time to time during the relevant period in favor the Northeast Edition of the Company THE WALL STREET JOURNAL. Such interest will be payable as it accrues on demand. Any change in a form satisfactory to the Company such prime rate will be effective on and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after of the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationchange. (c) Subject Notwithstanding any provision of this Agreement to Section 13the contrary, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed parties' respective rights and delivered obligations under this Section 4 and the under Sections 5 and 7 will survive any termination or expiration of all revocation periods in this Agreement or the General Release (the “Release Effective Date”); provided that, if the date termination of the Triggering Event and the Required Release Date are Executive's employment following a Change in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Control for any reason whatsoever. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months following a Change In exchange for Employee’s release of Controlclaims and other commitments set forth in this Separation Agreement, the Company shall will (A) pay to Executive each of the following as “Severance Compensation”: (i) An Employee an amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates $150,000 (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release DateSalary Continuation”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13less applicable federal, the Severance Compensation shall be paid state and local taxes and any other mandatory or employee-authorized payroll deductions, payable in substantially equal monthly installments over a period of twelve six months following the Separation Date in accordance with the Company’s normal payroll practices; and (12B) subject to Employee’s timely election of COBRA coverage under the Company’s medical, dental, vision and prescription drug plans in which Employee (and Employee’s eligible dependents, if applicable) participated as of the Separation Date, the Company will pay 100% of the COBRA premiums on behalf of Employee (and Employee’s eligible dependents, if applicable) for up to six months on Employer’s regular payroll dates in effect on following the Separation Date; provided, that the payment of such COBRA premiums will cease as of the date Employee becomes covered by group health insurance in connection with new employment. The Company’s payment of termination, commencing with the COBRA premiums will be taxable income for Employee. The first payroll date following the date on which the General Release is executed and delivered and the expiration installment of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence Salary Continuation will be made on the first payroll date to occur after the thirtieth (30th) day after the Separation Date (the “First Payment Date”), and will include all payments of Salary Continuation that otherwise would have been made prior to the First Payment Date during the thirty-day period following the Separation Date. Employee expressly acknowledges that Employee is not otherwise entitled to the compensation outlined in the first paragraph of this Paragraph 2 and that such compensation serves as adequate consideration for Employee’s release of claims and other commitments set forth in this Separation Agreement. Employee acknowledges that he is not entitled to, nor shall he accrue or be eligible for, compensation of any nature other than that set forth in this Paragraph 2 from the Company, including, without limitation, any salary, pay, benefits or consideration, as of the second year (regardless Separation Date based upon his prior employment with the Company. The Company will not be obligated to pay to Employee the Salary Continuation and the COBRA premiums set forth in this paragraph unless and until Employee executes and does not revoke this Agreement in accordance with Paragraph 14 herein. Notwithstanding the foregoing, in addition to Employee's final regular payroll disbursement for work performed through the Separation Date, Employee will be paid for any unused accrued vacation days/paid time off as of when the Release Effective Date occurs). (d) All Severance Compensation payments are Separation Date, in accordance with Company policy. Payment for unused earned vacation days/paid time off is subject to applicable state, federal or any other mandatory or employee-authorized deductions. Notwithstanding anything in the usual taxesapplicable Restricted Stock Units Agreement to the contrary, payroll deductions and withholdings and the 3,125 Restricted Stock Units that were scheduled to vest on September 4, 2017 shall vest on the Effective Date. Further, nothing herein shall alter Employee's right to be mailed to Executive’s last known residential address. It is Executive’s obligation to keep indemnified as an officer or director of the Company informed as (or any of its subsidiaries) pursuant to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment the Director and Officer Indemnification Agreement, dated as of May 12, 2016 or the Company’s employee benefit plans or as otherwise expressly required by applicable lawconstituent documents of the Company and/or its subsidiaries.

Severance Compensation. (a) If In the event of a Triggering Event occurs within eighteen (18) months following a Change Termination, Employee shall be entitled to receive all compensation earned and all benefits and reimbursements due through the Termination Date. In addition, in the event that Employee's status as an employee of Control, the Company terminates for any reason, other than a Voluntary Resignation, termination for Cause or death or Disability, Employee shall pay to Executive each receive ninety (90) days (or such longer period as the Board shall determine) of Employee's then current salary and benefits (the following as “"Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary "). Such salary shall be payable in place at one lump sum upon the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified belowTermination Date. (b) Payment For the purposes of the Severance Compensation is contingent upon: this Agreement, (i) Executive’s executing and delivering termination for "Cause" shall be: (A) the conviction of Employee of any crime involving the property or business of the Company or any felonious crime detrimental to the Company Company; or (B) the Employee's repeated, reckless misconduct and failure to cure such action within twenty (20) days after written demand for substantial improvement in performance with reasonable detail is delivered to the Employee by the Board; (ii) "Disability" means Employee's permanent disability which, in the opinion of the Board, materially impairs Employee's ability to perform his duties under this Agreement; (iii) "Voluntary Resignation" means the Employee's voluntary resignation from employment, excluding a release voluntary resignation as a result of Constructive Termination; and (iv) "Constructive Termination" means (A) a material reduction in favor salary and benefits other than a reduction applied to all employees, (B) a requirement to relocate without the Employee's consent beyond 25 miles from the principal offices of the Company in Saratoga, California, (C) a form satisfactory to the Company change in Employee's title from President, Chief Executive Officer and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date Chairman of the Triggering Event Board, or (D) a material reduction in responsibilities reasonably accorded to and the Required Release Date are in different calendar years, payment shall commence on the first payroll date expected of the second year (regardless President, Chief Executive Officer and Chairman of when the Release Effective Date occurs)Board of a company. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change in Control, the Company shall terminate the Executive's employment during the Period of ControlEmployment other than pursuant to Section 4(a) hereof, or if the Executive shall terminate his employment pursuant to Section 4(b) hereof, the Company shall pay to the Executive each the amount specified in Section 5(a)(i) hereof within ten business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the following as “Severance Compensation”:date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 4(b) hereof): (i) An In lieu of any further payments to the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Section 5(b) hereof, a lump sum payment (the "Severance Payment") in an amount equal to 110the present value (using a discount rate required to be utilized for purposes of computations under Section 280G of the Code or any successor provision thereto, or if no such rate is so required to be used, a rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guaranty Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the sum of (A) the aggregate Base Pay (at the highest rate in effect during the Term prior to the Termination Date) for three years, plus (B) the aggregate Incentive Pay for three years (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year during the three calendar years preceding the year in which the Termination Date occurs); provided, however, that the Severance Payment shall be reduced so that the aggregate "present value" (as determined under Section 280G of the Code or any successor provision thereto) of the amount otherwise payable hereunder, when added to the "present value" (as determined under Section 280G of the Code or any successor provision thereto) of any other "parachute payments" (as that term is defined in Section 280G of the Code (without regard to Section 280G(b)(2)(A)(ii) thereof) or any successor provision thereto) from the Company, shall not exceed an amount (the "299% Amount") equal to 299% of the Executive’s Base Salary 's "base amount" (as that term is defined in place at the time Section 280G of the Triggering EventCode or any successor provision thereto) so that no portion of such amounts received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code if and only if such reduction produces a better net after-tax position for the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes) than the full payment of the Severance Payments and all other payments and benefits provided for in this Agreement or otherwise would have produced. (ii) The determination of whether any amount otherwise payable under Section 5(a)(i) causes the 299% Amount to be exceeded shall be made, if requested by the Executive or the Company, by tax counsel selected by the Company and reasonably acceptable to the Executive. The costs of obtaining such determination shall be borne by the Company. The fact that the Executive shall have his right to the Severance Payment reduced as a result of the existence of the limitations contained in this Section 5(a) shall not limit or otherwise affect any rights of the Executive to any Employee Benefit, or other right arising other than pursuant to this Agreement. Without limiting the generality of the foregoing, upon the Executive's termination of employment as provided in this Section 5, the Company shall pay over to him all vested benefits to which he is entitled under and in accordance with the terms of the Company's employee savings, stock ownership, supplemental executive retirement and similar Plans in the event such payments are not otherwise made in accordance with the terms of such plans. (iii) Except to the extent that the payments or benefits pursuant to this Section 5(a)(iii) would result in a reduction of the amount of the Severance Payment because they would exceed the 299% Amount, (A) for the remainder of the Period of Employment the Company shall arrange to provide the Executive with Employee Benefits substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive or his beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Section 5(a)(iii) by reason of any "welfare benefit plan" of the Company (as specified belowthe term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive's Termination Date until the expiration of the Period of Employment. (iv) Notwithstanding any provision of the Section 5(a) to the contrary, in the event the benefits intended to be provided to the Executive pursuant to Section 5(a)(iii) hereof are required to be reduced in whole or in part because the value of such Employee Benefits, when added to the amount of the Severance Payment under Section 5(a)(i), would exceed 299% Amount, the Executive shall have the option to elect to receive, in lieu of all or a portion of the Severance Payment provided in Section 5(a)(i) hereof, one or more Employee Benefits, provided that (A) prior to the receipt of any payment under Section 5(a)(i) hereof, the Executive Benefit or Employee Benefits so elected to be received, and (B) in no event shall the "aggregate present value of the payments in the nature of compensation" (as that phrase is used in Section 280G of the Code) received by the Executive as a result of the receipt of such Employee Benefits, when added to the remaining portion of the Severance Payment, if any, to be received by the Executive, exceed the 299% Amount. (v) In addition to all other compensation due to the Executive, the following shall occur immediately following the occurrence of a Change in Control: (A) all Company stock options held by the Executive prior to a Change in Control shall become fully exercisable, regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full; and (iiB) An amount equal all restrictions on any restricted Company stock granted to the average Executive prior to a Change in Control shall be removed and the stock shall be freely transferable, regardless of Executive’s bonuses paid over whether the previous two fiscal years from conditions set forth in the Triggering Event, payable as specified belowrelevant restricted stock agreements have been satisfied in full. (b) Payment Upon written notice given by the Executive to the Company prior to the receipt of any payment pursuant to Section 5(a) hereof, the Executive, at his sole option, without reduction to reflect the present value of such amounts as aforesaid, may elect to have all or any of the Severance Compensation is contingent upon: (iPayment payable pursuant to Section 5(a)(i) Executive’s executing and delivering hereof paid to him on a quarterly or monthly basis during the Company a release in favor remainder of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date Period of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance CompensationEmployment. (c) Subject to Section 13, the Severance Compensation There shall be paid no right of set-off or counterclaim in equal monthly installments over a period respect of twelve (12) months on Employer’s regular payroll dates any claim, debt or obligation against any payment to or benefit for the Executive provided for in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)this Agreement. (d) All Severance Compensation payments are subject Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof at an annualized rate of interest equal to the usual taxesthen-applicable Discount Rate or, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreementif lesser, the Company’s employee benefit plans or as otherwise expressly required highest rate allowed by applicable lawusury laws.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of ---------------------- in Control, the Company shall pay terminates the Executive's employment during the Severance Period pursuant to Executive each Section 3(a) (other than as a result of the following as “Executive's death), or if the Executive terminates his employment during the Severance Compensation”Period pursuant to Section 3(b), the Company will: (i) An pay to the Executive, within five business days after the Termination Date (or, in the event that the circumstance described in Section 3(c) hereof is applicable, within five business days after the Election Date), a lump sum payment (the "Severance Payment") in an amount equal to 110% _____ times the sum of Executive’s (A) Base Salary in place Pay (at the time highest rate in effect for any period prior to the Termination Date), plus (B) Incentive Pay (determined in accordance with the standard set forth in Section 1(d)); provided however, that Severance Payment shall be reduced by the aggregate amount of all cash payments, if any, previously received by the Triggering Event, payable as specified below; andExecutive pursuant to his or her Severance Agreement prior to the Election Date. (ii) An amount equal (A) for _____ months following the Termination Date (the "Continuation Period"), arrange at its sole expense, to provide the Executive with Employee Benefits that are benefits under welfare plans (as that term is used in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the average Termination Date, and (B) such Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive’s bonuses , his dependents or his beneficiaries immediately prior to the Termination Date. If and to the extent that any benefit described in subsection (A) or (B) of this Section 4(a)(ii) is not or cannot be paid over or provided under ERISA or any other applicable law or regulation or under any policy, plan, program or arrangement of the previous two fiscal years Company, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to subsection (A) of this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Triggering EventContinuation Period following the Executive's Termination Date, payable as specified belowand any such benefits actually received by the Executive shall be reported by the Executive to the Company. Notwithstanding the preceding sentence, in the event that the Executive is required to pay any amounts in connection with the receipt of such welfare benefits, the Company will be obligated to promptly reimburse the Executive for the amounts paid by the Executive to receive such benefits. (b) Payment Without limiting the rights of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the Company a release so-called composite "prime rate" as quoted from time to time during the relevant period in favor the Southwest Edition of the Company The Wall Street Journal. Such ----------------------- interest will be payable as it accrues on demand. Any change in a form satisfactory to the Company such prime rate will be effective on and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after of the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensationchange. (c) Subject Notwithstanding any other provision of this Agreement to Section 13the contrary, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed parties' respective rights and delivered obligations under this Section 4 and the under Sections 5 and 7 will survive any termination or expiration of all revocation periods in this Agreement or the General Release (the “Release Effective Date”); provided that, if the date termination of the Triggering Event and the Required Release Date are Executive's employment following a Change in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)Control for any reason whatsoever. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If Upon the occurrence of a Triggering Event occurs within eighteen (18) months following a Change of ControlQualified Termination, the Company shall pay to Executive each of the following as amount (“Severance Compensation”:): (i) An For a Qualified Termination determined under Section 2(a)(i), Section 2(b) or Section 2(c), the Company shall pay to Executive all amounts earned or accrued through the Qualified Termination date, including, without limitation (i) base salary, (ii) a prorated portion of any earned incentive compensation, (iii) compensation for unused paid time off, and (iv) reimbursement for reasonable and necessary expenses incurred by Executive on behalf of the Company during the period ending on the Qualified Termination date. The Company shall also pay to Executive an amount equal to 110% to: (A) Executive’s annual base salary, plus (B) [One Hundred Fifty Percent (150%) (M▇▇▇▇▇▇ & C▇▇▇▇▇▇); Two Hundred Percent (200%) (D▇▇▇▇▇ & E▇▇▇▇▇)] of Executive’s Base Salary in place annual incentive compensation target (excluding commission targets) determined at the time of the Triggering EventQualified Termination as the greater of: (X) the target amount for the calendar year of the Qualified Termination, payable as specified below; andor (Y) the target amount for the immediately preceding calendar year prior to the Qualified Termination. (ii) An For a Qualified Termination determined under Section 2(a)(ii) or Section 2(d), the Company shall pay to Executive pursuant to this Agreement, an amount equal to: (A) Executive’s annual base salary (reduced by an amount equal to the average number of months of salary continuation initially payable for severance under Executive’s Annual Compensation Plan, if any), plus (B) [One Hundred Fifty Percent (150%) (M▇▇▇▇▇▇ & C▇▇▇▇▇▇); Two Hundred Percent (200%) (D▇▇▇▇▇ & E▇▇▇▇▇)] of Executive’s bonuses paid over annual incentive compensation target (excluding commission targets) determined at the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment time of the Severance Compensation is contingent uponQualified Termination as the greater of: (iX) the target amount for the calendar year of Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases actual separation from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing service with the first payroll date following Company, or (Y) the date on which target amount for the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different immediately preceding calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed prior to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, separation from service with the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall or any Subsidiary by which Executive is employed terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his/her employment pursuant to Section 3(b), the Company will pay to the Executive each of the following as “Severance Compensation”amounts within five business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b)) and continue to provide to the Executive the following benefits: (i) An A lump sum payment (the "Severance Payment") in an amount equal to 110% two (2) times the sum of Executive’s (A) Base Salary in place Pay (at the time highest rate in effect for any period prior to the Termination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(f)) less the sum of (A) any and all payments received by the Triggering EventExecutive from the Company, payable as specified below; andany Subsidiary, NCC, a Successor or an affiliate of NCC or a Successor following the occurrence of a Change in Control plus (B) any future payments to be made to the Executive in accordance with any employment agreements or contracts between the Company, a Subsidiary, NCC or its affiliates, or a Successor and the Executive (specifically excluding payments from any deferred compensation plan). (ii) An amount equal (A) For twenty-four (24) months (the "Continuation Period") following the occurrence of a Change in Control, the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the average occurrence of a Change in Control Date, and (B) such continuation Period will be considered service with the Company, assuming the amount of Base Pay and Incentive Pay payable to the Executive during the calendar year immediately preceding the year in which the Termination Date occurs, for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement, supplemental executive retirement and other benefit plans of the Company applicable to the Executive’s bonuses , his/her dependents or his/her beneficiaries immediately prior to the Termination Date. If beneficiaries and to the extent that any benefit described in subsections (A) and (B) of this Section 4(a)(ii) is not or cannot be paid over or provided under any policy, plan, program or arrangement of the previous two fiscal years Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his/her dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to the subsection (A) of this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Triggering EventContinuation Period, payable as specified belowand any such benefits received by the Executive shall be reported by the Executive to the Company. (b) Payment There will be no right of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering set-off or counterclaim in respect of any claim, debt or obligation against any payment to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between or benefit for the Executive and the Company after the date of provided for in this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company except as expressly provided in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”last sentence of Section 4(a)(ii), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject Without limiting the rights of the Executive at law or in equity, if the Company fails to Section 13make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Severance Compensation shall Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Midwest Edition of The WALL STREET JOURNAL. Such interest will be paid payable as it accrues on demand. Any change in equal monthly installments over a period such prime rate will be effective on and as of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)such change. (d) All Severance Compensation payments are subject to Notwithstanding any other provision hereof, the usual taxes, payroll deductions parties' respective rights and withholdings obligations under this Section 4 and shall be mailed to under Section 6 will survive any termination or expiration of this Agreement following a Change in Control or the termination of the Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to 's employment following a Change in Control for any changes to such addressreason whatsoever. (e) If the Executive shall not be become entitled to the benefits provided by Section 4(a)(i) and Section 4(a)(ii), then the Executive may, by notice to the Company as provided by Section 10, be released from any other salarycovenant not-to-compete with the Company that the Executive has theretofore undertaken; provided, bonuseshowever, employee that if the Executive gives such notice for relief from a covenant not-to-compete, then the benefits or other compensation after termination provided by Section 4(a)(i) shall be reduced by an amount equal to the sum of (A) Executive's Base Pay (at the highest rate in effect for any period prior to the Termination Date) plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(f)) and any remaining benefits to be provided pursuant to Section 4(a)(ii) shall be terminated; and provided further, however, that if Executive shall have received payment of the benefit provided by Section 4(a)(i) prior to receipt by the Company of the notice contemplated by this Section 4(e), then prior to and as a condition precedent to Executive being relieved from any covenant not to compete, the Executive shall reimburse Company an amount of money equal (i) the sum of (A) Executive's Base Pay (at the highest rate in effect for any period prior to the Termination Date) plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(f)) (ii) less any non-recoverable income taxes paid by Executive relating to that portion of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, 4(a)(i) payment. The waiver of any covenant not-to-compete contemplated by this Section 4(e) shall not include any Exhibit 10.32 covenant by Executive to maintain and not misapply any of the Company’s employee benefit plans or as otherwise expressly required by applicable law's confidential business information.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a), or if the Executive terminates his employment pursuant to Section 3(b) or (c), the Company will pay to the Executive each of the following as “Severance Compensation”amounts within five business days after the Termination Date and continue to provide to the Executive the following benefits: (i) An A lump sum payment in an amount equal to 110% three times the sum of Executive’s (A) Base Salary in place Pay (at the time of highest rate in effect for any period prior to the Triggering EventTermination Date), payable as specified below; andplus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(i)). (ii) An amount equal (A) For a period of 36 months following the Termination Date (the "Continuation Period"), the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the average Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in Section 3(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits, and (B) such Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive’s bonuses , his dependents or his beneficiaries immediately prior to the Termination Date. In addition, the Company shall provide the Executive, at the Executive's election, with either outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 20% of the Executive's Base Pay, or reimbursement of reasonable outplacement expenses actually incurred by the Executive, in an amount up to 15% of the Executive's Base Pay. If and to the extent that any benefit described in Subparagraph (A) or (B) of this Paragraph is not or cannot be paid over or provided under any policy, plan, program or arrangement of the previous two fiscal years Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to Subparagraph (A) of this Paragraph will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Triggering EventContinuation Period following the Executive's Termination Date, payable and any such benefits actually received by the Executive shall be reported by the Executive to the Corporation. If the continued health coverage under Subparagraph (A) of this Paragraph is provided through participation in the Company's group health plan, then following such period of continued health care coverage, the Executive will be eligible to elect to continue, for himself and his eligible dependents, health benefits in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as specified belowamended. (b) Payment Upon the occurrence of any of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering events described in the third paragraph of Section 8 of the Company's Stock Option Plan, each stock option granted to the Company a release Executive under such Plan then outstanding but not exercisable shall immediately become and be exercisable in favor full in accordance with the terms of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) such Plan and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and applicable option agreement between the Executive Corporation and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance CompensationExecutive. (c) Subject Without limiting the rights of the Executive at law or in equity, if the Company fails to Section 13make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Severance Compensation shall Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of THE WALL STREET JOURNAL. Such interest will be paid payable as it accrues on demand. Any change in equal monthly installments over a period such prime rate will be effective on and as of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)such change. (d) All Severance Compensation payments are subject Notwithstanding any provision of this Agreement to the usual taxescontrary, payroll deductions the parties' respective rights and withholdings obligations under this Section and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep under Sections 5 and 7 will survive any termination or expiration of this Agreement or the Company informed as to any changes to such address. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his the Executive's employment following a Change in Control for any reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawwhatsoever.

Severance Compensation. (a) If a Triggering Event occurs within eighteen In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (18or Executive’s estate or beneficiaries, if applicable) months (i) such portion of Executive’s Base Salary as has accrued prior to such termination and have not yet been paid, (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination, (iii) the amount of any Bonus previously approved by the Board for ​ ​ payment to Executive but not yet paid for the prior fiscal year, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred, (iv) any amounts for accrued but unused vacation days (as provided above), and (v) any vested or accrued benefits under the Company’s employee benefits plans (the “Accrued Obligations”). Such Accrued Obligations shall be paid as follows: (A) for (i) and (iv), the earlier of the next payroll date of the Company following a Change the date of Controltermination and such date as is required by law, (B) for (iii), when Bonuses are paid to other senior executive officers of the Company, (C) for (ii), under the Company’s expense reimbursement policy and (D) for (iv), under the terms of the applicable employee benefit plans of the Company. (b) In the event that Executive’s employment hereunder is terminated (1) by Executive with Good Reason, (2) by the Company without Cause or (3) on account of Executive’s death or Disability, the Company shall pay to Executive each of the following as “Severance Compensation”: (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Event, payable as specified below; and (ii) An amount equal to the average of Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”)Accrued Obligations. Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”)In addition, the Executive shall forfeit all rights be eligible for the severance benefits set forth in Sections 4(b)(i)-4(b)(iii) below as further described therein. The receipt of any severance benefits provided in this Section (other than the Accrued Obligations) shall be dependent upon Executive’s execution and non-revocation of a separation and general release of claims agreement in a form attached hereto as Exhibit A (which may be revised by the Company in accordance with the footnotes therein) (the “Release”), provided to receive Executive in connection with Executive’s termination. The Release must be signed and any applicable revocation period with respect thereto must have expired by the Severance Compensation. sixtieth (c60th) Subject to Section 13day following Executive’s termination of employment, or such earlier date as determined by the Severance Compensation Company. The severance payments and benefits shall be paid in equal monthly installments over a or commence, as applicable, on the first payroll period of twelve (12) months on Employer’s regular payroll dates in effect on following the date of terminationthe Executive’s termination and an effective Release (the “Payment Date”). Notwithstanding the foregoing, commencing with if the 60th day following Executive’s termination occurs in the calendar year following the calendar year in which Executive’s employment terminates, the Payment Date shall be no earlier than January 1 of such subsequent calendar year, but in any event on the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to termination and an effective Release in such addresssubsequent calendar year. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen Executive’s employment is terminated pursuant to Section 4(a) (18death) months following a Change of Controlor Section 4(b) (Disability), the Company shall pay to the Executive each or her estate her full Base Salary through the end of the following month of Executive’s death or Disability, and Executive or her estate shall be entitled to a prorated share of any bonus or benefits as “Severance Compensation”: provided under Section 3 hereof for the calendar year during which her death or Disability occurred. Notwithstanding the foregoing, if (i) An amount equal to 110% of Executive’s Base Salary in place at the time of the Triggering Eventemployment is terminated due to a Disability, payable as specified below; and and (ii) An amount equal Executive is denied all or some disability benefits under the applicable disability policy, then Executive shall be entitled to continue to receive her Base Salary from the Company in accordance with Section 3(a) of this Agreement through December 31, 2007, payable at the same time and in the same manner as if Executive’s employment had not terminated. Any disability benefits that Executive does receive shall be offset against any amounts payable to Executive pursuant to the average of Executive’s bonuses paid over preceding sentence. Executive agrees to cooperate fully with the previous two fiscal years from Company and the Triggering Event, payable as specified belowdisability insurance carrier with respect to any claim for disability benefits. (b) Payment of the Severance Compensation is contingent upon: (i) If Executive’s executing and delivering employment is terminated pursuant to Section 4(c) (by the Company a release in favor of the Company in a form satisfactory to the Company and its counselFor Cause), which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations Base Salary and all benefits under this Agreement Section 3 shall cease as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any bonus for the calendar year during which her employment shall be terminated or at any time thereafter. In the event of termination of Executive’s employment pursuant to Section 4(c) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Executive the loss and damage, if any, which shall have been suffered by the Company as a result of the acts or omissions of Executive giving rise to termination under Section 4(c). The foregoing shall not be construed to limit any cause of action, claim or other salaryrights which the Company may have against Executive in connection with such acts or omissions. (c) If Executive’s employment is terminated pursuant to Section 4(d) (by the Company Other Than For Cause) prior to December 31, 2007, Executive shall be entitled to continue to receive (i) her Base Salary in accordance with Section 3(a) of this Agreement, through December 31, 2007, payable at the same time and in the same manner as if Executive’s employment had not terminated, (ii) the benefits provided under Sections 3(b)(ii), 3(e), 3(g), 3(i) and 3(j) of this Agreement, through December 31, 2007, payable at the same time and in the same manner as if Executive’s employment had not terminated, (iii) her compensation under Section 5(e), (iv) any rights she may have under the plans and agreements set forth under Section 3(k) according to their terms, and (v) the annual bonus payable to Executive pursuant to Section 3(b)(i) for the fiscal year in which Executive’s employment is terminated pursuant to Section 4(d) (by the Company Other Than For Cause) and the annual bonus for the next fiscal year. If for some reason the Executive is not eligible to participate in the Company’s group plans, the Company shall pay the COBRA premiums associated with Executive’s obtaining comparable benefits. Executive shall have no duty to seek other employment upon such termination, and if Executive does so, any income therefrom, shall not be credited against amounts due hereunder. (d) If Executive terminates her employment in breach of this Agreement prior to December 31, 2007, Executive shall as of the date of termination cease to be entitled to Base Salary, benefits or bonuses. In addition, employee the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due Executive any damages suffered as a result of such breach. (e) At December 31, 2007 unless Executive is terminated for Cause, and provided that Executive has fulfilled all of her material obligations hereunder for the entire Employment Term, Executive shall be entitled to severance compensation (the “2008 Severance Compensation”) in an amount equal to Executive’s annual bonus for fiscal year 2008, calculated in accordance with Section 3(b)(i) and Schedule 1 attached hereto as if Executive continued to be employed by the Company for fiscal year 2008. The amount of Executive’s 2008 Severance Compensation shall be calculated and paid to Executive quarterly in arrears through fiscal year 2008. Within thirty (30) days after the end of each quarter in fiscal year 2008, the amount of the 2008 Severance Compensation shall be calculated in accordance with the procedures set forth in Section 3(b)(i) by annualizing the current EBITDA of the Company on the last business day of such quarter. Executive shall be entitled to receive payment of 25%, 50% and 75% of such calculated 2008 Severance Compensation within thirty-five (35) days following the end of the first, second and third quarters, respectively, less any amounts of 2008 Severance Compensation previously paid to Executive. Within 90 days of the end of the Company’s fiscal year 2008, the final amount of Executive’s 2008 Severance Compensation shall be calculated and the Company shall pay to Executive the remainder of any amounts not having been previously paid to Executive pursuant to this Section 5(e). (f) Executive acknowledges that the Company has the right to terminate Executive’s employment Other Than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Executive. Accordingly, in the event of such termination, Executive shall be entitled only to the compensation and benefits specifically provided for in this Agreement in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract. (g) Executive acknowledges that in the event of termination of her employment for any reason, she shall not be entitled to any severance or other compensation after termination of his employment for reason other than a Triggering Event, from the Company except as otherwise specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Executive shall not be entitled to any benefits under an Employment Agreement, the Company’s employee benefit plans any such plan or as otherwise expressly required by applicable lawpolicy.

Severance Compensation. (a) If If, following the occurrence of a Triggering Event Change in Control, the Company terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a), or if the Executive terminates Executive's employment pursuant to Section 3(b), the Company will pay to the Executive the following: (i) an amount (the "Severance Payment") equal to three times the sum of (A) Base Pay, plus (B) the greater of: (I) the average actual bonus earned by the Executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the three fiscal years ending immediately prior to the fiscal year in which occurs within eighteen such Change in Control (18or, such lesser number of years during which the Executive was employed by the Company and annualized in the case of any such bonus paid in respect of a portion of a fiscal year); and (II) the Targeted Bonus (determined in accordance with Section 1(j) of this Agreement (the greater of Subclause (I) and Subclause (II) being hereinafter referred to as the "Highest Bonus"); such Severance Payment shall be payable in a lump sum on the seventh month anniversary of the Executive's date of termination; (ii) for 36 months following the Termination Date (the "Continuation Period"), the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) no less favorable than those which the Executive was receiving or entitled to receive immediately prior to the Termination Date, including benefits provided under the Company's Executive Protection Plan. If and to the extent that any benefit described in this Section 4(a)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, or Executive's dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purpose or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period. Such welfare benefits shall be provided and paid for the Executive per regular payroll period of the Company commencing with the first payroll period following the Executive's termination of employment and continuing for 36 month thereafter. Medical expenses (as defined in Code Section 213(d)) paid pursuant to this subparagraph (ii) are intended to be exempt from Code Section 409A to the extent permitted under Treasury Regulation Sections 1.409A-1(b)(9)(v)(B) and - 3(i)(1)(iv)(B). However, to the extent any welfare benefits provided pursuant to this subparagraph (ii) do not qualify for exemption under Code Section 409A, the Company shall provide Executive with a Change lump sum payment in an amount equal to the number of Controlmonths of coverage to which he is entitled times the then applicable premium for the relevant benefit plan in which Executive participated. Such lump sum amount will be paid during the second month following the month in which such coverage expires. (iii) Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive each of a lump sum amount, in cash, equal to the following as “Severance Compensation”sum of: (iA) An amount equal any unpaid incentive compensation which has been allocated or awarded to 110% of Executive’s Base Salary in place at the time Executive for a completed fiscal year or other measuring period preceding the Termination Date under any such plan and which, as of the Triggering EventTermination Date, payable as specified belowis contingent only upon the continued employment of the Executive to a subsequent date; and (iiB) An amount equal the product of the Highest Bonus and a fraction, the numerator of which is the number of days in the fiscal year in which the Termination Date occurs prior to the average Termination Date and the denominator of which is 365. Such amount shall be paid to the Executive in accordance with the terms of the relevant underlying incentive compensation plan at the time all other executives are paid pursuant to such plan with respect to any such incentive compensation for such year which includes Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below's date of termination under this Section 4(a). (biv) Payment Notwithstanding the terms or conditions of any awards relating to a grant of restricted shares, all restricted shares which are not vested as of the Severance Compensation is contingent upon: Termination Date shall become fully vested. (iv) Executive’s executing and delivering The Company shall provide the Executive with outplacement services suitable to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”)'s position. Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, The Executive shall be required to reimburse commence the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is outplacement services no later than sixty (60) days after the Triggering Event (the “Required Release Date”following his termination date under this Section 4(a), but in no event shall such services be provided beyond December 31 of the second year following the year of termination or, if earlier, the first acceptance by the Executive shall forfeit all rights of an offer of employment.. (b) There will be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to receive or benefit for the Severance CompensationExecutive provided for in this Agreement, except as expressly provided in Section 4(a)(ii). (c) Subject Without limiting the rights of the Executive at law or in equity, if the Company fails to Section 13make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months Company will pay interest on Employer’s regular payroll dates the amount or value thereof at the prime rate in effect at the First National Bank of Chicago. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs)such change. (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to Notwithstanding any other salaryprovision hereof, bonuses, employee benefits the parties' respective rights and obligations under this Section 4 and under Sections 6 and 7 will survive any termination or other compensation after expiration of this Agreement following a Change in Control or the termination of his the Executive's employment following a Change in Control for any reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable lawwhatsoever.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change of in Control, the Company shall or any Subsidiary by which Executive is employed terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his/her employment pursuant to Section 3(b), the Company will pay to the Executive each of the following as “Severance Compensation”amounts within five business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b)) and continue to provide to the Executive the following benefits: (i) An A lump sum payment (the "Severance Payment") in an amount equal to 110% three (3) times the sum of Executive’s (A) Base Salary in place Pay (at the time highest rate in effect for any period prior to the Termination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(f)) less the sum of (A) any and all payments received by the Triggering EventExecutive from the Company, payable as specified below; andany Subsidiary, NCC, a Successor or an affiliate of NCC or a Successor following the occurrence of a Change in Control plus (B) any future payments to be made to the Executive in accordance with any employment agreements or contracts between the Company, a Subsidiary, NCC or its affiliates, or a Successor and the Executive (specifically excluding payments from any deferred compensation plan). (ii) An amount equal (A) For thirty-six (36) months (the "Continuation Period") following the occurrence of a Change in Control, the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the average occurrence of Executive’s bonuses paid over a Change in Control Date, and (B) such continuation Period will be considered service with the previous two fiscal years from Company, assuming the Triggering Event, amount of Base Pay and Incentive Pay payable as specified below. (b) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release Executive during the calendar year immediately preceding the year in favor which the Termination Date occurs, for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement, supplemental executive retirement and other benefit plans of the Company in a form satisfactory applicable to the Company Executive, his/her dependents or his/her beneficiaries immediately prior to the Termination Date. If beneficiaries and its counselto the extent that any benefit described in subsections (A) and (B) of this Section 4(a)(ii) is not or cannot be paid or provided under any policy, which generally and unconditionally releases from all claims plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his/her dependents and its directorsbeneficiaries, officersof such Employee Benefits. Without otherwise limiting the purposes or effect of Section 5, employees, insurersEmployee Benefits otherwise receivable by the Executive pursuant to the subsection (A) of this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period, and other affiliates (any such benefits received by the “General Release”) and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if reported by the Executive has not executed and delivered the General Release by the date that is sixty (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as to any changes to such addressCompany. (e) Executive shall not be entitled to any other salary, bonuses, employee benefits or other compensation after termination of his employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) If a Triggering Event occurs within eighteen (18) months If, following the occurrence of a Change in Control, (x) the Company shall terminate the Executive's employment during the Period of ControlEmployment other than pursuant to Subsection 4(a) --------------- hereof, or (y) the Executive shall terminate the Executive's employment during the Period of Employment pursuant to Subsection 4(b) hereof, or (z) the Executive dies during the --------------- Period of Employment, the Company shall pay to the Executive each (or the Executive's estate, as applicable) the amount specified in Subsection 5(a)(i) hereof within five business days after the ------------------ date (the "Termination Date") that the Executive's employment is ---------------- terminated (the effective date of which shall be the following as “Severance Compensation”:date of termination or death, or such other date that may be specified by the Executive if the termination is pursuant to Subsection 4(b) -------------- hereof): (i) An In lieu of any further payments under Subsection 3(a) to the --------------- Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Subsection 5(b) hereof, a lump sum payment (the --------------- "Severance Payment") in an amount equal to 110% a multiple of two (2) times the sum of (A) the Executive’s 's Base Salary Pay (at the highest rate in place effect during the Term prior to the Termination Date), plus (B) the Executive's Incentive Pay (based upon the greatest amount of Incentive Pay paid or payable to the Executive for any year during the Term prior to the Termination Date). (ii) (A) for the remainder of the Period of Employment the Company shall arrange to provide the Executive with Employee Benefits identical to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay to the Executive and/or the Executive's dependents and beneficiaries, such Employee Benefits) and (B) without limiting the generality of the foregoing, the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company's retirement income, supplemental executive retirement and other benefit plans applicable to the Executive and/or the Executive's dependents and beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee Benefits payable to the Executive pursuant to this Subsection 5(a)(ii) by reason of any ------------------- "welfare benefit plan" of the Company (as the term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during such period following the Executive's Termination Date until the expiration of the Period of Employment. (iii) In addition to all other compensation due to the Executive hereunder, the following shall occur immediately prior to the occurrence of a Change in Control: (A) all Company stock options held by the Executive prior to a Change in Control shall become exercisable, regardless of whether or not the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (B) all restrictions on any restricted securities granted by the Company to the Executive prior to a Change in Control shall be removed and the securities shall become fully vested and freely transferable, regardless of whether the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (C) the Executive shall have an immediate right to receive all performance shares or bonuses granted prior to a Change in Control, and such performance shares and bonuses shall become fully vested and freely transferable or payable without restrictions, regardless of whether or not specific performance goals set forth in the relevant agreements shall have been attained; and (D) all performance units granted to the Executive prior to a Change in Control shall become immediately payable in cash or Common Stock, at the Executive's sole option, regardless of whether or not the relevant performance cycle has been completed, and regardless of whether any other terms and conditions of the relevant agreements shall have been satisfied in full; provided, that if the terms of any plan or agreement providing for such options, restricted securities, performance shares or bonuses, or performance units do not allow such acceleration or payment as described above, the Company shall take or cause to be taken any action required to allow such acceleration or payment or to separately pay the value of such benefits. (i) Anything in this Agreement to the contrary notwithstanding, in the event a public accounting firm selected by the Executive (the "Accounting Firm") shall --------------- determine that any payment, benefit, or distribution by the Company to the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Subsection 5(b) (a --------------- "Payment") is subject to the excise tax imposed by Section ------- 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise ------ Tax"), then the Company shall pay to the Executive an --- additional payment (a "Gross-Up Payment") in an amount such ---------------- that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (ii) Subject to the provisions of Subsection 5(b)(iii), all ------------------- determinations required to be made under this Subsection 5(b), including whether and when a Gross-Up --------------- Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm which shall provide detailed supporting calculations both to the Company and the Executive as soon as possible following a request made by the Executive or the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 5(b), shall be paid by the Company to the --------------- Executive within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Triggering Eventinitial determination by the Accounting Firm hereunder, payable as specified below; and it is possible that Gross-Up Payments which will not have been made by the Company should have been made (ii"Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Subsection 5(b)(iii) An and -------------------- the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount equal of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the average benefit of the Executive’s bonuses paid over the previous two fiscal years from the Triggering Event, payable as specified below. (biii) Payment of the Severance Compensation is contingent upon: (i) Executive’s executing and delivering to the Company a release in favor of The Executive shall notify the Company in a form satisfactory to writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and its counsel, which generally and unconditionally releases from all claims shall apprise the Company and its directors, officers, employees, insurers, and other affiliates (of the “General Release”) nature of such claim and the General Release becoming effective without timely revocation; and (ii) Executive’s satisfactorily performing his obligations under this Agreement as well as any restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may date on which such claim is requested to be made and entered into by and between the paid. The Executive and the Company after the date of this Agreement, whether contained in an Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of his obligations under this Agreement or the foregoing Restrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay such claim prior to the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse expiration of the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty ten (60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all rights to receive the Severance Compensation. (c) Subject to Section 13, the Severance Compensation shall be paid in equal monthly installments over a 10)-day period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is executed and delivered and due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (A) give the Company any information reasonably requested by the Company relating to such claim, (B) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (C) cooperate with the Company in good faith to effectively contest such claim, and (D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay -------- ------- directly all revocation periods costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the General Release Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the “Release Effective Date”foregoing provisions of this Subsection 5(b)(iii), the -------------------- Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any perm▇▇▇ible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided thatfurther, that if -------- ------- the date Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the a▇▇▇nt of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any -------- ------- extension of the Triggering Event statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Required Release Date are in different calendar yearsExecutive shall be entitled to settle or contest, payment shall commence on as the first payroll date of case may be, any other issue raised by the second year (regardless of when the Release Effective Date occurs)Internal Revenue Service or any other taxing authority. (div) All Severance Compensation payments are If, after the receipt by the Executive of an amount advanced by the Company pursuant to this Subsection 5(b), --------------- the Executive becomes entitled to receive, and receives, any refund with respect to such claim, the Executive shall (subject to the usual taxes, payroll deductions and withholdings and shall be mailed Company's complying with the requirements of this Subsection 5(b)) promptly pay to Executive’s last known residential address. It is Executive’s obligation to keep the Company informed as the amount --------------- of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of any amount advanced by the Company pursuant to any changes to such address. (e) Subsection 5(b), a determination is made --------------- that the Executive shall not be entitled to any other salaryrefund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, bonusesthen such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, employee benefits to the extent thereof, the amount of Gross-Up Payment required to be paid. (c) There shall be no right of set-off or other compensation after termination counterclaim in respect of his employment for reason other than a Triggering Eventany claim, except as otherwise specifically debt or obligation against any payment to or benefit (including Employee Benefits) of the Executive provided for under an Employment in this Agreement. (d) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company shall pay interest on the amount thereof (and on any interest accrued hereunder) at an annualized rate of interest equal to the Highest Lawful Rate as hereafter defined. "Highest Lawful Rate" means, at any time and ------------------- with respect to the Executive, the maximum rate of interest under applicable law that the Executive may charge the Company’s employee benefit plans . The Highest Lawful Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges in respect of this Agreement that constitute interest under applicable law. Each change in any interest rate provided for herein based upon the Highest Lawful Rate resulting from a change in the Highest Lawful Rate shall take effect without notice to the Company at the time of such change in the Highest Lawful Rate. For purposes of determining the Highest Lawful Rate under Texas law, the applicable rate ceiling shall be the indicated rate ceiling described in, and computed in accordance with the Texas Finance Code. Notwithstanding anything to the contrary contained herein, no provisions of this Agreement shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Agreement or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither the Company nor the sureties, guarantors, successors or assigns of the Company shall be obligated to pay the excess amount of such interest, or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Highest Lawful Rate shall be deemed charged, required or permitted by any court of competent jurisdiction, any such excess shall be applied as otherwise expressly required a payment and reduction of the principal of indebtedness evidenced by this Agreement; and, if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to the Company. In determining whether or not the interest paid or payable exceeds the Highest Lawful Rate, the Company and the Executive shall, to the extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by this Agreement so that the interest for the entire term does not exceed the Highest Lawful Rate.