Common use of Severance Pay Clause in Contracts

Severance Pay. In the event of termination, Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In (a) If the event Executive's employment ends as the result of terminationa Termination Without Cause, Employee the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term as defined in Annex 1 or Renewal Term, as applicable; (b) If the Executive's employment ends as the result of Executive's Incapacity, Executive shall be entitled to receive either available worker's compensation benefits or insured benefits as provided by the Company's disability policy; (c) If the Executive's employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive's employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. If Executive elects Voluntary Termination, the date it shall become effective shall not be more than thirty (30) days later unless Company agrees; or (e) If the Executive's employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive's employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the "Severance PayPeriod") and subject to the provisions of Article 2.4.4 below, the Company will, in accordance addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the following: (a) If Employee's employment is terminated by reason of a disability, Employee shall be Executive was receiving or entitled to Severance Pay receive under the Company's life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date ("Welfare Plan Benefits") at a cost to the Company which is not greater than the cost it paid immediately prior to the Termination Date. Provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) what the Company terminates this Agreement was contributing toward purchasing the Welfare Plan Benefits for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated Executive immediately prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement Termination Date. Benefits or payments otherwise receivable by the Company, or (ii) by Executive pursuant to the Company and not for Cause, Employee preceding sentence shall be entitled to Severance Pay in an amount equal reduced to the amount extent Company determines comparable benefits are available from another employer . Executive shall have the duty to fully and promptly advise Company of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Dateany available benefits offered, less applicable payroll deductions whether accepted or not no later than three (and 3) business days after any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestbenefits are offered.

Severance Pay. In If there is an Involuntary Termination (as defined below) of the event of terminationExecutive’s Employment, Employee shall be entitled then subject to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason Executive’s execution, delivery and non-revocation of a disabilityRelease (defined below) within the time period described below, Employee following the Executive’s “separation from service” within the meaning of Section 409A, the Company shall be entitled to Severance Pay pay the Executive a single lump sum of cash in an amount equal to the sum of twelve (12) months of the Executive’s then annual Base Compensation (not giving effect to any reduction in Base Compensation made in connection with such Involuntary Termination or giving rise to Good Reason). The cash lump sum amount of monthly Base Salary payable under this Section 6(a) shall be made to the Executive on the first payroll date in the month following the month containing the Release Deadline. The Executive shall also receive the benefits provided in Sections 6(b) and 6(c), and all such payments and benefits shall not be subject to mitigation or offset (at his then current Base Salary rate excluding any increases that would have taken effect beyond except as specified in Section 6(b)). In order to be entitled to receive the severance described in this Section 6(a) (including the benefits provided in Sections 6(b), 6(c) and, if applicable, 6(d)), the Executive must execute, deliver and not revoke the Release within forty-five (45) calendar days following the Executive’s separation from service (the date of termination and any bonus and noncash benefitsthat is forty-five (45) calendar days following the Employee would have earned for Executive’s separation from service is the three month period subsequent “Release Deadline”). The Company shall furnish the Release to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing Executive on the date of termination, Employee his Involuntary Termination. The “Release” shall be entitled a general release of all litigation and other claims by the Executive and on Executive’s behalf in a form satisfactory to a pro rata the Company. Notwithstanding the foregoing, if the Executive’s Involuntary Termination occurs in 2008, an amount of Deferred Compensation, the severance pay otherwise payable under this Section 6(a) in a lump sum equal to the product of amount that would have been payable under the Prior Agreement (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding had it been in effect on the date of such termination Involuntary Termination) shall instead be paid in twelve (12) equal monthly installments commencing on the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective first payroll date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as month following the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to month containing the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2Release Deadline. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In Notwithstanding any other provision of this Agreement, if the event Employment Period is terminated by the Executive for Good Reason, or if the Company causes the non-renewal of terminationthe Employment Period pursuant to Section 3 herein, Employee the Company shall be entitled to compensation pay the Executive (the "Severance Pay"i) any accrued but unpaid Salary, prorated Annual Cash Bonus (determined in accordance with the following: (aSection 6(a)) If Employee's employment is terminated by reason of a disabilityand prorated vacation, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) other amounts accrued but unpaid as of the Employee would have earned for the three month period subsequent to the effective date of termination, payable and (ii) a lump-sum severance payment equal to the unpaid Salary of the Balance of the Term at such time or times as would have been paid to Employee had he remained employed by the Companythen-current level. In addition, (i) the Company shall continue all medical, dental and life insurance benefits at no cost to the Executive for a three year period the greater of (A) twelve (12) months, commencing on the date of terminationtermination of the Employment Period, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of or (iB) the amount Balance of Incentive Bonus Plan compensation payable or paid the Term (the provision by the Company of any such group health benefits shall not be considered continuation coverage pursuant to Employee during Section 4980B of the twelve months immediately preceding Internal Revenue Code of 1986, as amended (the “Code”), and such continuation coverage shall commence on the date of such termination (the "Bonus Amount"that benefits provided hereunder cease), times except if Executive begins new employment or service for another person or entity that offers comparable health insurance, such benefits shall immediately cease and (ii) the product (ownership of all restricted stock and options granted to the "Pro-Rata Period Amount") of three times a fraction, Executive by the numerator of which is the total number of months in which Employee shall have been employed Company under this AgreementAgreement or any other agreement shall vest to the extent provided for in the applicable stock option or other agreement governing the issuance thereof. Other than as provided herein, and if the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment Employment Period is terminated by reason of his death, or (iv) this Agreement is terminated the Executive pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus 14(a) or benefits beyond those earned or accrued by the Company as of the effective date of the termination of his employment; except that, provided in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i14(b) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due or if the Executive causes the non-renewal of the Employment Period pursuant to a breach of this Agreement by the CompanySection 3 herein, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal pay to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration DateExecutive in a lump sum payment any accrued but unpaid Salary, less applicable payroll deductions prorated Annual Cash Bonus (determined in accordance with Section 6(a)) and prorated vacation, and any other deductions authorized in writing by amounts accrued but unpaid as of the Employee), date of termination. Any severance payable at such time or times as would have been pursuant to this Section 17 shall be paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the Executive in one lump sum within ten (10) days after termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestEmployment Period.

Severance Pay. In (a) If (i) the event Company terminates the employment of terminationthe Employee without Cause, or (ii) the Employee terminates his employment for Good Reason, the Employee shall be entitled to receive cash compensation equal to the greater of (A) Employee’s Base Salary during the "remainder of the Employment Term, or (B) three (3) months of Employee’s Base Salary then in effect (such compensation is hereafter referred to as “Severance Pay") ”). Severance Pay shall be payable to Employee in accordance with the following: Company’s customary payroll practices/within thirty (a30) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to days after the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2Termination Date. (b) If (i) the Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company)for Good Reason, or (ii) the Employee is terminated by the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, then the Employee shall not be entitled to receive Base Salary (excluding any additional salaryaccrued vacation) through the Termination Date only, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, and no other compensation shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2payable. (c) If the Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by death or Disability, the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal receive Base Salary and accrued vacation through the Termination Date only, and no other compensation shall be payable. (d) In addition to the amount provisions of Base Salary that the Employee would have earned between the effective date of termination through the Expiration DateSection 5.2(a) and 5.2(b) hereof, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of extent COBRA or a breach hereof by state equivalent shall be applicable to the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, the Employee shall be entitled to Deferred Compensation equal continuation of group health plan benefits for such period as may then be required by law if the Employee satisfies all applicable conditions to the product receipt of such continuation of benefits, including any required elections or payments. (ie) Employee acknowledges that, upon termination of his employment, he is entitled to no other compensation, severance or other benefits other than those specifically set forth in this Agreement. (f) The provisions of this Section 5.2 are intended to be and are exclusive and in lieu of any other rights or remedies to which the Bonus AmountEmployee or the Company may otherwise be entitled, times (ii) threeeither at law, tort or contract, in equity, or under this Agreement, as a result of any termination of the Employee's employment. Such Deferred Compensation The Employee shall be prorated and paid over a three year term as if it were Deferred Compensation under entitled to no benefits, compensation or other payments or rights upon termination of employment other than those benefits expressly set forth in this Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest5.2.

Severance Pay. In (a) Notwithstanding any other provision of this Agreement, if the event of terminationEmployment Period is terminated by the Company pursuant to Section 14(a), Employee the Company shall be entitled to compensation pay the Executive (the "Severance Pay"i) any accrued but unpaid Salary, prorated Annual Cash Bonus (determined in accordance with the following: (aSection 6(a)) If Employee's employment is terminated by reason of a disabilityand prorated vacation, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) other amounts accrued but unpaid as of the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time and (ii) a lump-sum severance payment equal to the greater of (A) the Executive's then-current Salary and Annual Cash Bonus for the Balance of the Term, or times as would have been paid to Employee had he remained employed (B) the product of 5.00 multiplied by the CompanyExecutive's highest total annual cash compensation (as reported by the Company on Internal Revenue Service Form W-2) earned by the Executive in any one of the three (3) calendar years immediately preceding the calendar year in which the termination occurs. In addition, (i) the Company shall continue all medical, dental and life insurance benefits at no cost to the Executive for a three year period the greater of (A) twelve (12) months, commencing on the date of terminationtermination of the Employment Period, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of or (iB) the amount Balance of Incentive Bonus Plan compensation payable or paid the Term (the provision by the Company of any such group health benefits shall not be considered continuation coverage pursuant to Employee during Section 4980B of the twelve months immediately preceding Internal Revenue Code of 1986, as amended, and such continuation coverage shall commence on the date of such termination (the "Bonus Amount"that benefits provided hereunder cease), times and (ii) the product ownership of all warrants and options granted to the Executive by the Company under this Agreement shall be immediately and fully vested in the Executive and shall remain outstanding and exercisable until the expiration date of such warrants and options (without regard to any early termination of such options or warrants resulting from the "Pro-Rata Executive's termination of employment). Other than as provided herein, if the Employment Period Amount"is terminated by the Executive pursuant to Section 14(a) or by the Company as provided in Section 14(b) of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, the Company shall pay to the Executive any accrued but unpaid Salary, prorated Annual Cash Bonus (determined in accordance with Section 6(a)) and prorated vacation, and any other amounts accrued but unpaid as of the denominator date of which is sixtytermination. Such Deferred Compensation Any benefit payable pursuant to this Section 17 shall be prorated and paid over to the Executive in a three year term as if it were Deferred Compensation under Section 2.2lump-sum within five (5) days after the termination of the Employment Period. (b) If In the event that the Executive becomes entitled to the severance payments as provided herein, if it is determined that any of such payments will be subject to the tax or any other similar state or local excise taxes (ithe "Excise Tax") Employee voluntarily terminates his employment imposed by Section 4999 of the Code (other than due to a breach of this Agreement or any similar tax that may hereafter be imposed), the Company shall "gross-up" such severance payments so that the amount received by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as Executive after payment of such termination, Employee or Employee's estate, as the case may be, Excise Tax shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that to which the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, Executive was entitled prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice application of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestExcise Tax.

Severance Pay. In (a) If (i) the event Company terminates the employment of terminationthe Employee without Cause, or (ii) the Employee terminates his employment for Good Reason, the Employee shall be entitled to compensation receive Base Salary until six (6) months following the Termination Date, or until such time as the Employee has obtained new employment at an annual salary equal to or greater than ninety percent (90%) of Employee's Base Salary hereunder, whichever comes first (such payment after the Termination Date is referred to as "Severance Pay") ). During this time, the Employee agrees to make a good faith effort to find new employment. The Severance Pay outlined above shall be paid in accordance with the following: (a) If EmployeeCompany's employment is terminated by reason of a disability, Employee shall be entitled to regular payroll schedule in effect at the time that Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2due. (b) If (i) the Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company)for Good Reason, or (ii) the Employee is terminated by the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, then the Employee shall not be entitled to receive Base Salary (excluding any additional salaryaccrued vacation) through the Termination Date only, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, and no other compensation shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2payable. (c) If the Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by death or Disability, the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal receive Base Salary and accrued vacation through the Termination Date only, and no other compensation shall be payable. (d) In addition to the amount provisions of Base Salary that the Employee would have earned between the effective date of termination through the Expiration DateSection 6.2(a) and 6.2(b) hereof, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by extent COBRA shall be applicable to the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, the Employee shall be entitled to Deferred Compensation equal continuation of group health plan benefits for such period as may then be required by law if the Employee satisfies all applicable conditions to the product receipt of such continuation of benefits, including any required elections or payments. (ie) Employee acknowledges that, upon termination of his employment, he is entitled to no other compensation, severance or other benefits other than those specifically set forth in this Agreement. (f) The provisions of this Section 6.2 are intended to be and are exclusive and in lieu of any other rights or remedies to which the Bonus AmountEmployee or the Company may otherwise be entitled, times (ii) threeeither at law, tort or contract, in equity, or under this Agreement, as a result of any termination of the Employee's employment. Such Deferred Compensation The Employee shall be prorated and paid over a three year term as if it were Deferred Compensation under entitled to no benefits, compensation or other payments or rights upon termination of employment other than those benefits expressly set forth in this Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest6.2.

Severance Pay. In Upon “Involuntary Termination” of the event employment relationship pursuant to Sections 4.6(i) or 4.6(ii), or upon “Termination Without Cause” pursuant to Section 4.5, the Employer shall pay Employee severance in the amount of terminationone (1) year of base salary at his most recent rate of pay, less standard deductions and withholdings (“Severance Pay”), in a single lump sum payment on the first (1st) day of the seventh (7th) month following the Employee’s “separation from service” (within the meaning of Treasury Regulation § 1.409A-1(h)) with the Employer (“Separation from Service”) provided that Employee has not breached his obligations under sections 2 and 3 of this Agreement and provided Employee first executes, and does not revoke, and delivers to the Employer a valid release substantially in the form attached hereto as Exhibit “B” within ninety (90) days following the Employee’s Separation from Service. With the exception of the ten thousand (10,000) shares issued pursuant to Exhibit “A,” upon “Involuntary Termination” of the employment relationship pursuant to Sections 4.6(i) or 4.6(ii), or upon “Termination Without Cause” pursuant to Section 4.5, all Restricted Stock granted to Employee shall become 100% vested. Employee will be entitled to compensation a pro-rated bonus (based on the "Severance Pay") termination date), calculated in accordance with the following: (a) If Employee's employment is terminated Employer’s Incentive Compensation Plan and paid by reason March 15th of a disability, the year following the release of earnings for the year in which such termination occurred. Employee shall not be entitled under any duty or obligation to Severance Pay seek or accept other employment following an Involuntary Termination and the amounts due Employee hereunder shall not be reduced or suspended if Employee accepts subsequent employment. As noted in an amount equal the Long Term Incentive Plan, the rights and liabilities of Employer and Employee regarding entitlement to vesting of all Restricted Stock shall be conditioned and dependent on the Employee’s consent and agreement to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination promises set forth therein and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date enforceability of terminationsuch covenants stated therein. Employee’s rights and remedies under this Section 4.8 shall be Employee’s sole and exclusive rights and remedies against Employer or its subsidiaries or affiliates concerning Employee’s employment and termination from Employer, payable at such time or times as would have been paid and Employer’s and its subsidiaries’ and affiliates’ sole and exclusive liability to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company)in contract, (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his deathtort, or (iv) this Agreement is terminated pursuant to Section 3.5 hereofotherwise, Employee shall not be entitled to receive for any additional salary, bonus or benefits beyond those earned or accrued as Involuntary Termination of the effective date of the employment relationship or concerning Employee’s employment and termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2from Employer. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. (a) In the event the Executive’s employment with the Company is terminated: by the Company for Cause or Disability (as defined in Sections 8(c) and 8(d) above); by non-renewal by the Executive; by the Executive pursuant to Section 8(b); by the Company pursuant to Section 8(a)(4); Executive’s death; or upon expiration of terminationthe Term after the Renewal Term, Employee the compensation and benefits the Executive shall be entitled to compensation receive from the Company shall be limited to: (i) her then-current annual base salary pursuant to Section 4 through the "Severance Pay") termination date, payable in accordance with the following:Company’s standard payroll practices; (ii) any reimbursable expenses for which the Executive has not yet been reimbursed as of the termination date; and (iii) any other rights and vested benefits (if any) provided under employee benefit plans and programs of the Company, determined in accordance with the applicable terms and provisions of such plans and programs. (b) If the Executive’s employment with the Company is terminated: during the Term by the Company without Cause pursuant to Section 8(a)(5); or at the conclusion of the Initial Term because of a non-renewal by the Company, in addition to the amounts in Subsection (a) If Employee's employment is terminated by reason of a disabilitythis Section 9, Employee the Executive shall also be entitled to Severance Pay in an amount receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken in effect beyond on the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date Performance Bonus that, as of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be entitled to a pro rata amount of Deferred Compensation, equal paid to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months Executive in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by equal increments in accordance with the Company), ’s standard payroll practices over the six (ii6) month period following the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except thatthe Executive’s employment with the Company, in but beginning no earlier than fifteen (15) days after the case Executive’s execution and non-revocation of Employee's death or termination the Release required by Subsection (c) of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.29. (c) If Employee's employment hereunder is terminated prior Notwithstanding anything in this Agreement to the Expiration Date contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Agreement, Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and such termination is either (i) due 7 and her execution and delivery to the Company of a breach general release of this Agreement by all claims against the Company, or (ii) by its officers, directors, employees, subsidiaries and affiliates, in the form attached hereto as Exhibit A, as amended from time to time in a manner satisfactory to the Company (the “Release”), within forty-five (45) days of her termination date, and that she does not revoke the Release during the seven (7) day period thereafter. Subject to Section 14 below, the severance payments under this Section 9 will begin no earlier than fifteen (15) days after the Executive has executed, delivered and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to revoked the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times Release as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of required under this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest9.

Severance Pay. In (a) If the event of terminationCompany terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, Employee Executive shall be entitled eligible to compensation receive a severance payment (the "“Severance Pay"Payment”) equal to nine (9) months of Base Salary, payable in equal installments in accordance with the following: Company’s normal payroll practice, plus the continued medical and dental benefits described below during the period in which installments of the Severance Payment are made (athe “Severance Period”). The medical and dental benefits above (the “Continuation Benefits”) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal provided pursuant to, and subject to the requirements of, Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amend, and Code Section 4980B (collectively, “COBRA”), and as such (i) shall be subject to election of coverage pursuant to the requirements of COBRA, and (ii) shall run concurrently with the coverage period required to be made available under COBRA; provided that the maximum amount the Company will be required to pay pursuant to this sentence shall not exceed the employer portion of monthly Base Salary (at his then current Base Salary rate excluding any increases that the health insurance premiums the Company would have taken effect beyond the date of termination otherwise paid on Executive’s and any bonus and noncash benefits) the Employee would have earned his family’s behalf for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee health insurance coverage had he Executive remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee Company during the twelve months immediately preceding Severance Period. The Severance Payment, less applicable withholdings, will be made in equivalent installments at the date of such termination (Company’s regular payroll intervals, provided that Executive complies with the "Bonus Amount"conditions set forth in Section 3.2(b). Except as otherwise set forth in this Section 3.2(a), times (ii) the product (the "Pro-Rata Period Amount") of three times a fractionCompany shall not be obligated to provide Executive with any compensation or benefits beyond Executive’s Termination Date, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term other than as if it were Deferred Compensation under Section 2.2required by law. (b) If To receive the Severance Payment, Executive must execute and return to the Company, within 21 days after it is received by Executive, a separation agreement containing a general release and waiver of claims against the Company, its Affiliates and each of their respective officers, directors, members, managers, partners and shareholders with respect to Executive’s employment, and other customary terms (e.g., non-disparagement against the Company, confidentiality of the agreement, confirmation of the covenants contained in Article IV hereof, etc.), in form substantially similar to Exhibit C to this Agreement. Except as provided in Section 6.11(e), the first Severance Payment installment shall be paid on the first payroll date occurring after the expiration of the revocation period following Executive’s execution of the general release and waiver, and shall include the amount of any installment that (but for such delay) would have been payable before such date. Any obligation of the Company to make the Severance Payment shall cease upon (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), Executive’s death; (ii) any reasonable determination by the Company terminates this Agreement for Cause, that Executive has breached Executive’s obligations in Article IV; or (iii) if Employee's employment Executive’s agreement to become employed by or to provide services to any entity that is terminated by reason an Affiliate of his deathSterling Fund Management, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2LLC. (c) If Employee's employment hereunder is terminated prior to the Expiration Date For purposes of this Agreement, and such termination is either : (i) due to a The term “Cause” means that Executive has: (1) engaged in any act of material dishonesty, willful malfeasance, gross negligence, or breach of this Agreement fiduciary duty related to employment; (2) willfully or with reckless disregard committed an act of fraud, moral turpitude or constituting a felony, or otherwise engaged in conduct that materially diminishes Executive’s credibility or reputation; (3) refused to perform specific reasonable directives from the Board or any other officer to whom Executive reports that are reasonably consistent with the scope and nature of Executive’s responsibilities; (4) used or been under the influence of illegal drugs at the workplace or while performing Company business (except for legally prescribed medication that is properly used), or refused to submit for a drug test upon the Company’s request; (5) breached any provision of Article IV; (6) failed to obtain the Board’s consent prior to engaging in any business with any family members, their affiliates or any entities they work with; (7) caused or directed the Company to grant incentive equity to any person on terms and conditions not specifically approved by the Board or the Committee, caused or directed the Company to pay bonuses or grant raises to employees or other service provides of the Company not in line with the Company’s budget, as approved by the Board, or in contravention of the Committee’s charter, or (8) materially failed to meet Executive’s other duties and obligations in Section 1.3 or any other agreement between Executive and the Company, or took or failed to take any action in material contravention of the Board charters, provided that if such failure is capable of cure, the Company shall give Executive written notice describing the issue and why it constitutes Cause and allow Executive a reasonable opportunity to remedy the situation (iinot to exceed thirty (30) days) to the Company’s satisfaction. The decision to terminate Executive’s employment for Cause, to take other action or to take no action in response to any occurrence shall be in the sole and exclusive discretion of the Board. Executive’s employment by the Company and not for Cause, Employee also shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by deemed terminated for Cause if Executive resigns from the Company through and no later than 90 days after such resignation the Expiration Date; provided, however, prior to Board determines in good faith that one or more of the termination events described above existed as of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice time of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestresignation.

Severance Pay. In A. If your employment is terminated by the event Company without Cause (as defined in subsection (C) below) at any time that is not within two (2) years after a Change in Control (as defined in subsection (D) below) of terminationHealth Net, Employee shall Inc., you will be entitled to compensation (receive, provided you sign a Waiver and Release of Claims substantially in the "Severance Pay") in accordance with the following:form attached hereto as Exhibit B, which is incorporated into this Agreement by reference, (a) a lump sum cash payment equal to one (1) year of your Base Salary in effect immediately prior to the date of your termination; and (b) the continuation of all your medical, health, disability, life and accident insurance as maintained for your benefit immediately prior to the date of your termination (collectively, “Benefits”) for a period of one (1) year following the effective date of your termination. The lump sum payments referred to above will be paid within thirty (30) days following your termination of employment. B. If Employee's at any time within two (2) years after a Change in Control (as defined in subsection (D) below) of Health Net, Inc. your employment is terminated by reason the Company without Cause or you terminate your employment for Good Reason (as defined in subsection (E) below) (by giving the Company at least fourteen (14) days prior written notice of a disabilitythe effective date of termination), Employee shall then you will be entitled to Severance Pay receive, provided you sign a Waiver and Release of Claims substantially in an amount the form attached hereto as Exhibit B, which is incorporated into this Agreement by reference, (i) a lump sum payment equal to the amount two (2) years of monthly your Base Salary (at his then current Base Salary rate excluding any increases that would have taken in effect beyond immediately prior to the date of termination your termination, and any bonus and noncash benefits(ii) the Employee would continuation of your Benefits for two (2) years following your date of termination provided, that in the event the Company requests, in writing, prior to such voluntary termination by you for Good Reason that you continue in the employ of the Company for a period of time up to 90 days following such Change in Control, then you shall forfeit such severance allowance if you voluntarily leave the employ of the Company prior to the expiration of such period of time. In the event that your employment is voluntarily terminated by you at any time (except for Good Reason within two (2) years after a Change in Control of Health Net, Inc.), then you shall not be eligible to receive any payments set forth in this Section 8). The lump sum payment will be paid within thirty (30) days following your termination of employment. C. You further understand and acknowledge that the Company will have earned no obligation to provide the severance benefits called for in this letter if you terminate your employment voluntarily or if you are terminated for cause. For purposes of this letter, a “termination for cause” is defined as a termination of employment based on the three month period determination by the Company, in its sole discretion, that you engaged in conduct that (1) violates a federal, state or local law, regulation or ordinance that is material to your performance or to your trustworthiness, (2) evidences dishonesty, gross carelessness or misconduct, negligence or neglect of duty, breach of a fiduciary obligation, or abandonment of the responsibilities of your position, (3) violates any policy or known business practice of the Company, (4) evidences habitual drunkenness or narcotic drug addiction, (5) results in the knowing unauthorized disclosure of confidential information relating to the business of the Company or any of its affiliates, (6) amounts to a breach of your obligations hereunder (or under any Company policy) to protect the proprietary and confidential information of the Company or any of its affiliates, or (7) is adverse to the best business interests of the Company. D. For purposes of this Agreement, “Change in Control” is defined as any of the following which occurs subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of your employment: (i) Any person (as such term is defined under Section 13(d)(3) of the amount Securities Exchange Act of Incentive Bonus Plan compensation payable 1934, as amended (the “Exchange Act”)), corporation or paid other entity (other than Health Net, Inc. or any of its subsidiaries, or any employee benefit plan sponsored by Health Net, Inc. or any of its subsidiaries) is or becomes the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act) of securities of Health Net, Inc. representing twenty percent (20%) or more of the combined voting power of the outstanding securities of Health Net, Inc. which ordinarily (and apart from rights accruing under special circumstances) have the right to Employee during vote in the twelve months immediately preceding the date election of directors (calculated as provided in paragraph (d) of such termination Rule 13d-3 in the case of rights to acquire Health Net, Inc.’s securities) (the "Bonus Amount"“Securities”), times ; (ii) As a result of a tender offer, merger, sale of assets or other major transaction, the product persons who are directors of Health Net, Inc. immediately prior to such transaction cease to constitute a majority of the Board of Directors of Health Net, Inc. (or any successor corporations) immediately after such transaction; (iii) Health Net, Inc. is merged or consolidated with any other person, firm, corporation or other entity and, as a result, the "Pro-Rata Period Amount"shareholders of Health Net, Inc., as determined immediately before such transaction, own less than eighty percent (80%) of three times the outstanding Securities of the surviving or resulting entity immediately after such transaction: (iv) A tender offer or exchange offer is made and consummated for the ownership of twenty percent (20%) or more of the outstanding Securities of Health Net, Inc.; (v) Health Net, Inc. transfers substantially all of its assets to another person, firm, corporation or other entity that is not a fractionwholly-owned subsidiary of Health Net, the numerator Inc.; or (vi) Health Net, Inc. enters into a management agreement with another person, firm, corporation or other entity that is not a wholly-owned subsidiary of which is the total number Health Net, Inc. and such management agreement extends hiring and firing authority over you to an individual or organization other than Health Net, Inc. E. For purposes of months in which Employee shall have been employed under this Agreement, and the denominator term “Good Reason” means any of the following which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due occurs, without your consent, subsequent to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, a Change in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing Control as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.defined above:

Severance Pay. In Provided that you have accepted this Agreement and complied with its terms and conditions and you have not revoked this Agreement or the event of terminationAffirmation, Employee shall be entitled the Company agrees to compensation (pay you the "Severance Pay") . Payment of the Severance Pay will commence after the later of the Separation Date or the date on which you no longer have any ability to revoke this Agreement or the Affirmation in accordance with their terms and will be paid either in a lump sum or in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times Company’s normal payroll practices as would have been paid to Employee had he remained employed determined by the Company. In additionThe Severance Pay is subject to tax withholdings and any other authorized deductions. You acknowledge and agree that the Severance Pay is not otherwise due or owing to you under any other agreement, obligation or any Company policy or practice. The Severance Pay is not intended to be, and shall not be construed to constitute, a severance plan, and shall confer no benefit on anyone other than you. You further acknowledge that except for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months specific financial consideration set forth in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) any unpaid regular wages earned through the Company terminates this Agreement for CauseSeparation Date, (iii) if Employee's employment is terminated by reason of his deathany accrued but unused vacation earned through the Separation Date, or (iv) this Agreement is terminated any business expenses incurred by you on behalf of the Company for which you submit a timely reimbursement claim in accordance with Company policy on or prior to the Separation Date, and (v) any vested amount owing to you pursuant to Section 3.5 hereofany 401(k) savings plan of the Company, Employee you are not and shall not in the future be entitled to receive any additional salaryother compensation, bonus benefit or benefits beyond those earned reimbursement including, without limitation, other wages, commissions, bonuses, incentives, vacation pay, holiday pay, overtime pay, sabbatical pay, any form of equity, any equity vesting or accrued as acceleration, or any other form of compensation or benefit. Subject to your completion of the effective date appropriate forms, and subject to all the requirements of the termination Consolidated Omnibus Budget Reconciliation Act of his employment; except that1985, as amended (“COBRA”), you will be entitled to continue your participation, if any, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereofCompany’s medical and dental insurance plans, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder same extent that such insurance is terminated prior provided to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) persons then employed by the Company and not for Cause, Employee shall be entitled made available to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, you prior to the termination of this Agreement as the result of a breach hereof by date hereof, in accordance with applicable law. Such participation in the Company’s medical and dental insurance plans will be at the Company’s expense through the conclusion of the Severance Period (the “Continuation Period”). If you obtain employment that provides medical and dental insurance during the Continuation Period, Employee you shall give written notice notify the Company promptly, and the Company will no longer be obligated to provide payment for your medical and dental benefit continuation. You also have the right to continue your medical and dental insurance coverage after the Continuation Period, subject to the requirements of such breach and a thirty day period within which to cure such breachCOBRA, at your own cost. In addition, for a period of three years commencing as of such termination, Employee The “qualifying event” under COBRA shall be entitled deemed to Deferred Compensation equal to have occurred on the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestSeparation Date.

Severance Pay. In the event (i) Upon involuntary termination of terminationhis employment, Employee shall will be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment severance pay as provided below unless he is terminated by reason of a disability, for "cause," as defined below. If Company terminates Employee shall for "cause," Employee will not be entitled to Severance Pay in an amount equal to the amount any severance pay and shall only receive pay and benefits which Employee earned as of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination. (ii) The parties agree that for the purposes of this Employment Agreement, a termination for "cause" will be deemed to have occurred when Company terminates Employee's employment because of the occurrence of any of the following events: (A) Employee shall die, be adjudicated to be mentally incompetent or become mentally or physically disabled to such an extent that Employee is unable to perform his duties under this Employment Agreement for a period of ninety (90) consecutive days; (B) Company shall discontinue its business (for the purpose of this provision, a merger, acquisition or sale of Company in which Company's business is carried on by the surviving entity shall not be deemed to be a discontinuance of the business of Company); (C) Employee shall commit any material breach of his obligations under this Agreement; (D) Employee shall commit any material breach of any material fiduciary duty to Company; (E) Employee shall be entitled convicted of, or enter a plea of nolo contendere to, any crime involving moral turpitude or dishonesty, whether a felony or misdemeanor, or any crime which reflects so negatively on Company to a pro rata amount be detrimental to Company's image or interests; (F) Employee shall commit repeated insubordination or refusal to comply with any reasonable request of Deferred Compensation, equal the Board of Directors of Company relating to the product scope or performance of Employee's duties; (iG) Employee shall possess any illegal drug on Company premises or Employee shall be under the amount influence of Incentive Bonus Plan compensation payable illegal drugs or paid abusing prescription drugs or alcohol while on Company business or on Company premises; or (H) Employee shall conduct himself in a manner, which in the good faith and reasonable determination of the Board of Directors demonstrated Employee's gross unfitness to serve. (iii) In the event that severance pay is due to Employee during as a result of the involuntary termination of his employment without "cause" within three years of the date of this Agreement, Employee will be paid one (1) years' salary in twelve months immediately preceding equal monthly installments, with the first such installment due 15 days after the date of such termination (and with the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2following eleven installments due monthly thereafter. (biv) If (i) Employee voluntarily terminates his employment (other than In the event that severance pay is due to Employee as a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as result of the effective date of the involuntary termination of his employment; except that, in employment without "cause" three or more years after the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date date of this Agreement, and Employee will be paid six (6) months' salary in six equal monthly installments, with the first such installment due 15 days after the date of such termination is either (i) and with the following five installments due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestmonthly thereafter.

Severance Pay. If, before the end of the Term either: (i) the Company unilaterally terminates the Executive's employment without Cause; (ii) the Executive's base salary, incentive compensation or group benefits are reduced materially by the Company, and the Executive, within 15 days after first learning of the reduction sends a notice of resignation to the Company at its address first set forth above to the attention of the Associate Services Dept. by certified mail; or (iii) the Company fails to obtain the consent of a Successor required pursuant to Section 10(c); then Termination Without Cause shall have occurred. If Termination Without Cause shall occur and within 21 days thereafter the Executive shall send to the Company's Vice President-Associate Services a general release in form and substance satisfactory to the Company, then the Company shall remit Severance Pay equivalent to __ weeks' base pay at the higher of the rate paid on the date first set forth above or on the date on which Termination Without Cause occurred. Severance Pay shall be remitted to the Executive's residence in ___ equal weekly installments commencing on the fourth Thursday following Termination Without Cause. No grace period shall be allowed for remittance of Severance Pay, time being of the essence. In the event Severance Pay is due: (i) the Executive shall use reasonable efforts to seek other employment and keep the Company informed of termination, Employee all remuneration from employment received during the period Severance Pay is otherwise due; (ii) there shall be set off against each weekly installment of Severance Pay otherwise due all remuneration from employment that the Executive may have obtained during the previous week; and (iii) the Executive shall be entitled to compensation (the "Severance Pay") in accordance with the followingfollowing additional payments: (aA) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time base salary accrued or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan incentive compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2.vested but not yet paid; (bB) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement pay for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall any vacation days not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employmenttaken; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2.and (cC) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreementreimbursement for business expenses incurred, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and but not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, howeverpaid, prior to the termination of employment. Payments made pursuant to this Agreement as Section 2 shall be final and the result of a breach hereof by the Company, Employee Company shall give written notice not seek to recover all or any part of such breach and a thirty day period within which to cure such breach. In additionpayments from the Executive or from whomsoever may be entitled thereto, for a period any reasons whatsoever other than the Executive's breach in any material respect of three years commencing as the provisions of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest7.

Severance Pay. In the event of termination, Employee shall be entitled to compensation (the "Severance Pay"1) in accordance with the following: (a) If Employee's An eligible employee whose employment is terminated by reason because of a disability, Employee plant closing shall be entitled to Severance Pay in a lump sum, for which he/she is eligible as described below and the full vacation allowance for which he/she might have qualified for the calendar year in which his/her employment is terminated and any other accumulated allowances due him/her, provided that after the announcement of intent to close the plant he/she: (i) continues regularly at work at the closing location until the specific date of his/her termination, or (ii) fails to continue regularly at work until the specific date of his/her termination due to verified personal illness, leave of absence, or layoff. (2) An eligible employee will be similarly eligible for severance pay and his/her full vacation allowance if he/she was laid off or was placed on an amount equal approved illness or injury absence prior to the amount Company's announcement of monthly Base Salary intent to close a plant and continues on layoff, with protected service, or on illness or injury absence with protected service, until the location's plant closing date. (at 3) Also eligible for Severance Pay under this Section 2 (b) are former employees of a closed location who in the period from 18 months to 12 months prior to the location's plant closing date were laid off and who broke service prior to such date. Except as provided in this paragraph, such former employees are ineligible for any other benefits payable to active employees affected by a plant closing. The payment of Severance Pay as described herein shall not serve to restore service or otherwise affect the benefit status of such former employees. (4) Such employee may request that his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination be advanced so that he can accept other employment and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee local management shall have been employed under this Agreementunilateral discretion to grant such a request, and the denominator of which is sixty. Such Deferred Compensation provided that such request shall not be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2unreasonably denied. (b5) If (i) Employee voluntarily terminates his employment (other than due to a breach Notwithstanding the provisions of this Agreement Section 2, an employee who is affected by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case plant closing may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, howeverelect, prior to the specific date of his/her termination for plant closing, to be placed on lack of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breachwork status. In additionsuch event, for a period the employee will be paid benefits under Section 4 below, in lieu of three years commencing as any and all of such termination, Employee shall be entitled to Deferred Compensation equal to the product benefits set forth in this Section 2. (6) Computation of Severance Pay (i) An employee with one or more but less than fifteen years of continuous service will, in accordance with the Bonus Amountprovisions set forth above, times be eligible for Severance Pay computed on the basis of one and one-half week's pay for each of the employee's full years of continuous service plus 3/8 of a week's pay for each additional three months of continuous service at the time of termination; provided that the amount of the Severance Pay benefit as computed under this paragraph shall be subject to a minimum benefit equal to four weeks pay. (ii) three. Such Deferred Compensation shall An employee with fifteen or more years of continuous service will, in accordance with the provisions set forth above, be prorated and paid over eligible for Severance Pay computed on the basis of two week's pay for each of the employee's full years of continuous service plus one-half of a week's pay for each additional three year term as if it were Deferred Compensation under Section 2.2. Further, months of continuous service at the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vesttime of termination.

Severance Pay. In (a) If (i) the event Company terminates the employment of terminationthe Employee without Cause, or (ii) the Employee terminates his employment for Good Reason, the Employee shall be entitled to compensation receive Base Salary until six (6) months following the Termination Date, or until such time as the Employee has obtained new employment at an annual salary equal to or greater than ninety percent (90%) of Employee's Base Salary hereunder, whichever comes first (such payment after the Termination Date is referred to as "Severance Pay") ). During this time, the Employee agrees to make a good faith effort to find new employment. The Severance Pay outlined above shall be paid in accordance with the following: (a) If EmployeeCompany's employment is terminated by reason of a disability, Employee shall be entitled to regular payroll schedule in effect at the time that Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2due. (b) If (i) the Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company)for Good Reason, or (ii) the Employee is terminated by the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, then the Employee shall not be entitled to receive Base Salary (excluding any additional salaryaccrued vacation) through the Termination Date only, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, and no other compensation shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2payable. (c) If the Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by death or Disability, the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal receive Base Salary and accrued vacation through the Termination Date only, and no other compensation shall be payable. (d) In addition to the amount provisions of Base Salary that the Employee would have earned between the effective date of termination through the Expiration DateSection 6.2(a) and 6.2(b) hereof, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by extent COBRA shall be applicable to the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, the Employee shall be entitled to Deferred Compensation equal continuation of group health plan benefits for such period as may then be required by law if the Employee satisfies all applicable conditions to the product receipt of such continuation of benefits, including any required elections or payments. (ie) Employee acknowledges that, upon termination of his employment, he is entitled to no other compensation, severance or other benefits other than those specifically set forth in this Agreement. (f) The provisions of this Section 6.2 are intended to be and are exclusive and in lieu of any other rights or remedies to which the Bonus AmountEmployee or the Company may otherwise be entitled, times (ii) threeeither at law, tort or contract, in equity, or under this Agreement, as a result of any termination of the Employee's employment. Such Deferred Compensation The Employee shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Furtherentitled to no benefits, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.compensation or other payments or rights upon termination of employment other than those benefits expressly set forth in this

Severance Pay. In the event of termination, Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason of a disabilitythe Company terminates this Agreement without cause, Employee the Executive shall be entitled (except as provided in Section 5.3) to Severance Pay in an amount severance equal to the amount sum of monthly Base Salary (at his then one-half of Executive's then-current Base Salary rate excluding any increases that would have taken effect beyond Salary, plus one-half of the average bonus paid to Executive during the prior two calendar years, plus one half of the split dollar contribution made or accrued on behalf of Executive for the prior calendar year ("Adjusted Compensation Amount"). Such severance shall be paid to the Executive as follows: one-half within 15 days following the effective date of termination and any bonus and noncash benefits) the Employee would have earned for balance in equal monthly installments payable on the three first business day of each month period subsequent to over the six months following the effective date of termination. The Executive shall also be entitled to receive 100% of the Policy Reserves for his account as defined in the Split Dollar Agreement (excluding any amounts referred to above), payable at such time which shall be deemed fully vested. The Executive shall also be entitled to continue to receive all benefits as referred to in Section 1.5(a) and 1.5(b) until the earlier of (x) the date Executive commences receiving similar benefits from another employer or times as would have been paid to Employee had he remained employed by (y) six (6) months following the Company. In addition, for a three year period commencing on the effective date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company Executive terminates this Agreement for Causewith "good reason" the Executive shall be entitled to severance as provided in Section 2.5(a) above and Executive shall also be entitled to continue to receive all benefits referred to in Section 2.5(a) during the period referred to in Section 2.5(a). The Executive may terminate his employment upon written notice to the Company, effective immediately upon the occurrence of "good reason" provided that such notice must be given by Executive within 60 days after the event constituting "good reason". (iiic) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee Executive shall not be entitled to receive any additional salary, bonus severance pay or benefits beyond those earned or accrued as of other compensation from the effective date of Company if the termination of his employment; except that, in the case of Employee's death or termination of this Agreement Term ends pursuant to Section 3.5 hereof2.1 (a), (b), or (c), if Executive leaves the Company voluntarily, or if Executive is terminated for a three year period commencing as of such terminationcause except that Executive will receive any accrued vacation/personal/sick days and any other sums that are vested ("Vested Sums") under any other agreement (including, Employee or Employee's estatebut not limited to, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (iSplit Dollar Agreement) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2in accordance with its terms. (cd) If Employee's employment hereunder is terminated prior to Executive agrees that the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Companyabove severance pay, or (ii) by any severance pay as provided in Section 5.3, will constitute an adequate and complete severance in the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date event of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination expiration of this Agreement as provided herein, and Executive waives any other claims for compensation or severance or other liability from the result Company in the event of a breach hereof by the Companytermination or expiration of this Agreement except for earned paid absences, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition(vacation, for a period of three years commencing as of such terminationsick, Employee shall be entitled to Deferred Compensation equal to the product of (ior personal days) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestor Vested Sums.

Severance Pay. In (a) If, during the event Term of terminationthis Agreement, the Company terminates the Employee's employment with the Company without "Cause" (as such term is defined below) or the Employee shall be entitled terminates his employment with the Company for "Good Reason" (as such term is defined below), the Company shall: (1) pay to compensation Employee severance pay at the Employee's then current base salary (the "Severance PayPayments") in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product lesser of (i) six months or (ii) until the amount date the Employee commences subsequent employment (the "Severance Period") (such Severance Payments to commence on the next regularly scheduled pay date following the Effective Date of Incentive Bonus Plan compensation payable or paid the "Release" referred to Employee below; "Effective Date" shall have the meaning ascribed to it in the Release). (2) during the twelve months immediately preceding Severance Period, continue to pay its contribution to the Employee's health and dental insurance coverage on the same terms and conditions as are available to all employees and Employee shall be responsible for any contribution required from active employees for said health and dental insurance coverage. The last day of the Employee's employment shall be the date of such termination the "qualifying event" under the Consolidated Omnibus Budget Reconciliation Act of 1985. However, the Company's obligation to provide any of the amounts and benefits hereunder shall be subject to, and conditioned upon, the Employee's execution of a full release of claims (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period AmountRelease") satisfactory to the Company, substantially in the form of three times a fractionExhibit A hereto, releasing the numerator of which is Company and its employees and agents from any claims arising from or related to the total number of months in which Employee shall have been employed under Employee's employment or severance from employment with the Company, including any claims arising from this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If For purposes hereof, "Cause" shall mean: (i1) the substantial, continuing and willful failure of the Employee voluntarily terminates to render services to the Company in accordance with his employment assigned duties, which materially and adversely affects the business, prospects, financial condition, operations, property or affairs of the Company; (other than due 2) the commission of the Employee of a felony, either in connection with the performance of his obligations to a the Company or which adversely affects the Employee's ability to perform such obligations; (3) gross negligence, dishonesty, breach of this Agreement fiduciary duty or breach of any confidentiality, non-competition or developments agreement in favor of the Company; (4) the commission by the Company)Employee of an act of fraud or embezzlement which results in loss, (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, damage or (iv) this Agreement is terminated pursuant injury to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, whether directly or indirectly; or (ii5) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount death or disability of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In Subject to the limitations set forth in Sections 7(e) and (f) below, upon the termination of the Executive’s employment with the Bank under circumstances described in Section 7(a) of this Agreement, the Bank shall pay to the Executive (or, in the event of terminationthe Executive’s death after the event described in Section 7(a) has occurred, Employee the Bank shall be entitled pay to compensation (the "Severance Pay"Executive’s surviving spouse, beneficiary or estate) in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the following, provided that, in each case where an amount to be paid below is the “present value” of an amount, such “present value” shall be determined using a discount rate that is equal to the short-term “applicable federal rate” with monthly compounding published by the Internal Revenue Service for the month preceding the Executive’s termination of employment: (i) within 60 days following his termination of employment, his earned but unpaid Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond as of the date of his termination and any bonus and noncash benefitsof employment with the Bank; (ii) the Employee would have earned benefits, if any, to which he is entitled as a former employee under the Bank’s employee benefit plans, payable in accordance with the terms of such plans; (iii) continued life insurance coverage and non-taxable health insurance benefits which will provide the Executive with coverage for the three month period subsequent remaining unexpired Employment Period equivalent to the effective date of termination, payable at such time or times as coverage to which he would have been paid to Employee entitled if he had he remained employed by continued working for the Company. In addition, for a three year period commencing Bank during the remaining unexpired Employment Period with the same Base Salary as was in effect on the date of termination, Employee shall be entitled to a pro rata amount his termination of Deferred Compensationemployment and life insurance coverage and non-taxable health insurance benefits for the remainder of the Executive’s lifetime and the lifetime of the Executive’s spouse, equal to the product greater of (iA) the amount insurance coverage provided to retirees of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding Bank as of the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach Effective Date of this Agreement by the Company), or (iiB) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason insurance coverage provided to retirees of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued the Bank as of the effective date of the Executive’s termination of employment with the Bank; (iv) within 60 days following his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereofemployment, for a three year period commencing as of such termination, Employee or Employee's estatelump sum payment, as the case may beliquidated damages, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount present value of the Base Salary that the Employee Executive would have earned between (but offset by any payments made under any short-term or long-term disability plan or program maintained by the effective Bank) if he had continued working for the Bank and serving as a director for the remaining unexpired Employment Period at his final rate of Base Salary; (v) within 60 days following his termination of employment with the Bank, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the benefits to which the Executive would be entitled under the Bank’s Defined Benefit Pension Plan if he had the additional years of service that he would have had accrued if he had continued working for the Bank during the remaining unexpired Employment Period earning his final rate of Base Salary during that period, over (B) the present value of the benefits to which he is actually entitled under the Bank’s Defined Benefit Pension Plan as of the date of his termination; (vi) within 60 days following his termination through of employment with the Expiration DateBank, less applicable payroll deductions a lump sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on his behalf under the Bank’s 401(k) Plan and Employee Stock Ownership Plan if the Executive had continued working for the Bank for the remaining unexpired Employment Period assuming (A) the Executive earned his final rate of Base Salary during that period; (B) the Executive made the maximum amount of employee contributions permitted, if any, under such plans; and (C) the Bank’s contributions are at least equal to the rate of contributions made to the Plan during the plan year immediately preceding his termination of employment; (vii) within 60 days following his termination of employment with the Bank, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the SERP (and any other deductions authorized in writing deferred compensation plan for management or highly compensated employees that are maintained by the EmployeeBank), payable at if he had continued working for the Bank for the remaining unexpired Employment Period following his termination of employment earning his final rate of Base Salary during the remaining unexpired Employment Period, over (B) the present value of the benefits to which he is actually entitled under any such time plan, as of the date of his termination of employment with the Bank; (viii) within 60 days following his termination of employment with the Bank, a lump sum payment in an amount equal to three (3) times the average of the prior three (3) years Incentive Compensation earned or times as would have been paid to Employee had he remained employed received by him under all incentive compensation plans or programs adopted and maintained by the Company through Bank; and (ix) stock options shall vest in accordance with the Expiration Date; provided, however, prior to terms of the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within stock plan under which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it they were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestgranted.

Severance Pay. In (i) If the event Company terminates Executive’s employment pursuant to Sections 7(c) or 7(d) above or elects not to renew the Initial Employment Period as set forth in Section 2, subject to the terms and conditions in this Agreement and a release and waiver agreement in substantially the form attached as Exhibit A hereto but subject to such modifications as the Company may determine are necessary or prudent to promote the enforceability and effectiveness of terminationsuch release and waiver agreement (the “Release Agreement”), Employee and further provided that Executive has been and remains in compliance with her obligations as set forth in this Agreement and the Release Agreement, the Executive shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in receive an amount equal to the amount sum of monthly Base Salary the following amounts (at his then current Base Salary rate excluding collectively, the “Severance Payment”): (A) any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned but unpaid Bonus for the three month period subsequent year prior to the effective date year of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata ; plus (B) an amount of Deferred Compensation, equal to the product pro rata portion of the Bonus for the year in which the termination or resignation occurs, based on the actual achievement of Performance Goals and payable in accordance with the Company's customary bonus practices, but in no event later than March 15th of the year following the year in which termination occurs; plus (iC) an amount equal to the amount sum of Incentive Bonus Plan compensation payable the Base Salary in effect for the year of termination or paid to Employee during resignation; and (D) continuation of applicable medical, dental and life insurance benefits (based on the twelve months immediately preceding coverage in effect for the date Executive and her dependents at the time of such termination (the "Bonus Amount")or resignation, times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement but excluding any supplemental medical expense reimbursement insurance provided by the Company), (ii) from the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through or resignation until the Expiration Dateearlier to occur of (A) one year from the date of termination or (B) the date the Executive becomes eligible for comparable benefits provided by a third party (in either case, less applicable payroll deductions (and any other deductions authorized in writing by the Employee“Continuation Period”), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, that the continuation of such benefits shall be subject to the respective terms of the applicable plan, as in effect from time to time, and the timely payment by the Executive of her applicable share of the applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred; and (ii) Subject to the compliance rules set forth in Section 14, the Severance Payment shall be paid in a lump sum on the first business day of the third calendar month following the calendar month in which termination by the Company without Cause or Resignation by the Executive for Good Reason is effective (or, in the event of the Executive’s death after the date of the Executive’s termination or resignation but prior to the termination date of this Agreement payment, to the Executive’s estate or beneficiary, as applicable). In the result event of a breach hereof by Executive’s death during but prior to the end of the Continuation Period, the Company will continue to pay the employer portion of the costs of continued health coverage for Executive’s spouse and dependents in accordance with the terms of Section 7(f)(i)(C)) as if Executive had remained alive for the duration of the Continuation Period, after which time, such participants’ continued participation (if any) in the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee ’s health plan shall be entitled at such participants’ sole expense in accordance with COBRA. Notwithstanding the foregoing, Executive agrees that if the Company adopts a severance plan in which Executive is eligible to Deferred Compensation equal participate and under which Executive is eligible for benefits (the “Severance Plan”), Executive will be eligible to receive the product greater of either: (i) the Bonus Amount, times Severance Payment set forth in this Section 7(f); or (ii) three. Such Deferred Compensation the benefits for which Executive is eligible under the Severance Plan, but in no event shall Executive be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted entitled to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestreceive both.

Severance Pay. In (i) If, during the event term of terminationthis Agreement, the Company terminates the Employee's Employment (including through "Constructive Termination" as defined below) for any reason other than Cause or Permanent Disability, then the Company shall pay the Employee shall be entitled to compensation his Base Compensation for a period of twelve (12) months following the termination of his Employment (the "Severance PayBase Continuation Period") and shall accelerate the vesting of any outstanding stock options such that the Employee will become vested in an additional number of shares subject to such stock options, as if the Employee provided another nine (9) months of service with the Company. Such Base Compensation shall be paid at the rate in effect at the time of the termination of Employment and in accordance with the following:Company's standard payroll procedures (aii) If Employee's employment is terminated by reason If, within sixteen (16) months following a Change of a disabilityControl (as defined in Part 2(e) of the Planetout Partners, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary Inc. Performance and Equity Participation (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefitsPEP) the Employee would have earned for the three month period subsequent to the effective date of terminationPlan as adopted on January 22, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination 2002 (the "Bonus AmountPEP Plan")) and the Company terminates the Employee's Employment (including through "Constructive Termination" as defined below) for any reason other than Cause or Permanent Disability, then, subject to the "Parachute Payment" provisions of paragraph 5(d) of the PEP Plan (as if such provisions were a full part of this agreement, even if such plan is not in effect at the time of a Change of Control), the Company shall pay the Employee his Base Compensation for a period of eighteen (18) months following the termination of his Employment (the "Change of Control Continuation Period"), times (ii) and shall accelerate the product (vesting of any outstanding stock options such that the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total Employee will become vested in an additional number of shares subject to such stock options, as if the Employee provided the greater of either (A) another nine (9) months in which Employee shall have been employed under this Agreement, and of service with the denominator Company or (B) 50% of which is sixtythe remaining unvested shares. Such Deferred Base Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by at the Company), (ii) rate in effect at the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date time of the termination of his employment; except that, Employment and in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by accordance with the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable 's standard payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestprocedures.

Severance Pay. In (a) Notwithstanding any other provision of this Agreement, if the event of terminationEmployment Period is terminated by the Company pursuant to Section 14(a), Employee the Company shall be entitled to compensation pay the Executive (the "Severance Pay"i) any accrued but unpaid Salary, Annual Cash Bonus (determined in accordance with the following: (aSection 6(a)) If Employee's employment is terminated by reason of a disabilityand prorated vacation, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) other amounts accrued but unpaid as of the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time and (ii) a lump-sum severance payment equal to the greater of (A) the Executive's then-current Salary and Annual Cash Bonus for the Balance of the Term, or times as would have been paid to Employee had he remained employed (B) the product of 2.99 multiplied by the CompanyExecutive's highest total annual cash compensation (as reported by the Company on Internal Revenue Service Form W-2) earned by the Executive in any one of the three (3) calendar years immediately preceding the calendar year in which the termination occurs. In no event shall the formula used to calculate the Executive's lump-sum severance payment, described in subparagraph (ii) above, be less than the formula used to calculate the lump-sum severance payment of any other member of the Executive Committee. In addition, (i) the Company shall continue all medical, dental and life insurance benefits at no cost to the Executive for a three year period the greater of (A) twelve (12) months, commencing on the date of terminationtermination of the Employment Period, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of or (iB) the amount Balance of Incentive Bonus Plan compensation payable or paid the Term (the provision by the Company of any such group health benefits shall not be considered continuation coverage pursuant to Employee during Section 4980B of the twelve months immediately preceding Internal Revenue Code of 1986, as amended, and such continuation coverage shall commence on the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Companythat benefits provided hereunder cease), (ii) the ownership of all warrants and options granted to the Executive by the Company terminates this Agreement for Causeshall be immediately and fully vested in the Executive and shall remain outstanding and exercisable until the expiration date of such warrants and options (without regard to any early termination of such warrants or options resulting from the Executive's termination of employment with the Company), and (iii) all restricted stock of the Company not vested or released to the Executive prior to such date shall immediately be vested and released to the Executive and become nonforfeitable. Other than as provided herein, if Employee's employment the Employment Period is terminated by reason of his death, or (iv) this Agreement is terminated the Executive pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus 14(a) or benefits beyond those earned or accrued by the Company as of the effective date of the termination of his employment; except that, provided in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i14(b) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company shall pay to the Executive any accrued but unpaid Salary, Annual Cash Bonus (determined in accordance with Section 6(a)) and not for Causeprorated vacation, Employee and any other amounts accrued but unpaid as of the date of termination. Any benefit payable pursuant to this Section 17 shall be paid to the Executive in a lump-sum within five (5) days after the termination of the Employment Period. (b) In the event that the Executive becomes entitled to Severance Pay in an amount equal the severance payments as provided herein, if it is determined that any of such payments will be subject to the tax or any other similar state or local excise taxes (the "Excise Tax") imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Executive shall have the option, but not the obligation, to reduce the amount of Base Salary that such payments to an amount which will result in the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior payments not being subject to the termination of this Agreement as Excise Tax. The Company will cooperate with the result of a breach hereof by Executive in every way possible to restructure the Company, Employee shall give written notice of payments to achieve such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestresult.

Severance Pay. In the event of terminationUnless otherwise specifically provided in this Agreement or otherwise required by law, Employee shall be entitled to all compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal and benefits payable to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond Executive under this Agreement shall terminate on the date of termination and any bonus and noncash benefitsof the Executive's employment under this Agreement. Notwithstanding the foregoing, (A) in the Employee would have earned for event that the three month period subsequent to Executive terminates his employment with the Employer in accordance with Section 5(a) with an effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) between the amount of Incentive Bonus Plan compensation payable or paid to Employee during Closing Date and the twelve seven months immediately preceding following the date of such termination Closing Date (the "Bonus AmountSeventh-Month Anniversary Date"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall Executive will not be entitled to receive any additional salarycompensation or other payments from the Employer, bonus or benefits beyond those earned or accrued (ii) on the date which is the Seventh-Month Anniversary Date, the Employer shall continue to pay the Executive's Salary at the rate in effect as of the effective date Closing Date and the Executive's Benefits (as hereinafter defined) for a period of six (6) months from the termination of his employment; except thatdate, in or (iii) on any date after the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereofSeventh-Month Anniversary Date, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall Executive will not be entitled to a pro rata amount receive any compensation or other payments from the Employer, and (B) in the event that the Employer terminates the Executive's employment in accordance with Section 5(b) or by virtue of Deferred Compensation equal to the product of Section 5(c) at any time with an effective date (i) after the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated Closing Date but on or prior to the Expiration date that is seven (7) months after the Closing Date, the Employer shall continue to pay the Executive's Salary at the rate in effect as of the Closing Date of this Agreement, until the date that is thirteen (13) months after the Closing Date and such the Executive's Benefits until the date that is six (6) months after the termination is either (i) due to a breach of this Agreement by the Companydate, or (ii) after the date that is seven (7) months after the Closing Date, the Employer shall continue to pay the Executive's Salary at the rate in effect as of the Closing Date and the Executive's Benefits for a period of six (6) months after the termination date. For purposes of this Section 5(d), "Benefits" shall mean the benefits received by the Company Executive by virtue of his participation in the Employer's medical and not for Causedental benefit plans. Notwithstanding anything to the contrary provided herein, Employee upon any termination of the Executive hereunder, the Executive shall be entitled to Severance Pay in an amount equal to the amount payment of Base Salary that all salary earned and unpaid, and all accrued but unpaid vacation pay, as of the Employee would have earned between the effective date of termination through the Expiration Datedate, less applicable payroll deductions (and any other deductions authorized in writing unreimbursed business expenses incurred by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior Executive up to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breachdate. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest6.

Severance Pay. In (a) Notwithstanding any other provision of this Agreement, if the event Executive's employment is (or is deemed) terminated by the Company pursuant to Section 13(a): (i) the Company shall pay the Executive any accrued but unpaid Salary, prorated vacation, prorated cash bonus and any other amounts accrued but unpaid as of the date of termination; (ii) the Company shall pay the Executive a lump-sum severance payment equal to the greater of (1) the Executive's then-current Salary and annual cash bonus for the calendar year preceding the year of termination (determined as though the cash bonus would be paid for each year in the Balance of the Term) for the Balance of the Term, Employee or (2) the product of 2.99 multiplied by the Executive's highest annual cash compensation (as reported by the Company on Internal Revenue Service Form W-2) earned by the Executive in any one of the three (3) calendar years immediately preceding the calendar year in which the termination occurs; and (iii) the Company shall continue all medical, dental and life insurance benefits at no cost to the Executive for twelve (12) months, commencing on the date of the Executive's termination of employment (and the provision by the Company of any such group health benefits shall not be entitled considered continuation coverage pursuant to compensation section 4980B of the Internal Revenue Code of 1986, as amended (the "Severance PayCode") in accordance with ), and such continuation converge shall commence on the following: (a) If Employeedate that benefits provided hereunder cease). Other than as provided herein, if the Executive's employment is terminated by reason of a disabilitythe Company pursuant to Section 13(b) hereof, Employee the Company shall be entitled to Severance Pay in an amount equal pay to the amount of monthly Base Salary (at his then current Base Salary rate excluding Executive any increases that would have taken effect beyond the date of termination accrued but unpaid Salary, prorated vacation, prorated cash bonus and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date other amounts accrued but unpaid as of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee . Any benefit payable pursuant to this Section 15 shall be entitled to a pro rata amount of Deferred Compensation, equal paid to the product Executive in a lump-sum within thirty (30) days after the Executive's termination of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2employment. (b) If In the event that the Executive becomes entitled to any severance payments as provided herein, if it is determined that any such payments will be subject to the tax or any other similar state or local excise taxes (ithe "Excise Tax") Employee voluntarily terminates his employment imposed by section 4999 of the Code (other than due to a breach of this Agreement or any similar tax that may hereafter be imposed), the Company shall "gross up" such severance payments so that the amount received by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as Executive after payment of such termination, Employee or Employee's estate, as the case may be, Excise Tax shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that to which the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, Executive was entitled prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice application of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestExcise Tax.

Severance Pay. In the event of termination, Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by AMS for any reason of a disabilityother than Cause, as defined below, death or disability (i) Employee shall be entitled continue to Severance Pay receive his/her then base salary (less any applicable withholding or similar taxes) at the rate in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing hereunder on the date of terminationsuch termination periodically, Employee shall be entitled to in accordance with AMS's prevailing payroll practices, for a pro rata amount period of Deferred Compensation, equal to the product of six (i6) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding following the date of such termination (the "Bonus AmountSeverance Term"); (ii) Employee shall be entitled to receive, in a lump sum, any bonus Employee would have been eligible to receive for the year in which termination occurs, pro-rated based on Employee's period of employment during such year (less any applicable withholding or similar taxes) and (iii) to the extent permissible under AMS's health and welfare plans, Employee shall continue to receive any health and welfare benefits provided to him/her as of the date of such termination during the Severance Term, on the same basis and at the same cost as during employment. Following the end of the Severance Term, Employee shall be entitled to elect health care continuation coverage permitted under Section 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), times (ii) as if his employment had then terminated. In the product (event Employee accepts other employment prior to the "Pro-Rata Period Amount") last date of three times a fractionthe Severance Term, the numerator of which is the total number of months in which Employee shall have been employed forthwith notify AMS and AMS shall be entitled to set off from amounts and benefits due Employee under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment 8 (other than due to a breach in respect of this Agreement by the Company), (iibonus) the Company terminates amounts paid to and benefits received by Employee in respect of such other employment. The payments and benefits to be provided to Employee as set forth in this Agreement Section 8 shall be lieu of any and all benefits otherwise provided under any severance pay policy, plan or program maintained from time to time by AMS for Causeits employees. Notwithstanding the March 31, (iii) 1999 letter from AMS to Employee, severance payments under this Section 8 shall not be payable if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant due to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2death. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In If there is an Involuntary Termination (as defined below) of the event of terminationExecutive’s Employment, Employee shall be entitled then subject to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason Executive’s execution, delivery and non-revocation of a disabilityRelease (defined below) within the time period described below, Employee following the Executive’s “separation from service” within the meaning of Section 409A, the Company shall be entitled to Severance Pay pay the Executive a single lump sum of cash in an amount equal to the sum of twelve (12) months of the Executive’s then annual Base Compensation (not giving effect to any reduction in Base Compensation made in connection with such Involuntary Termination or giving rise to Good Reason). The cash lump sum amount of monthly Base Salary payable under this Section 6(a) shall be made to the Executive on the first payroll date in the month following the month containing the Release Deadline. The Executive shall also receive the benefits provided in Sections 6(b) and 6(c), and all such payments and benefits shall not be subject to mitigation or offset (at his then current Base Salary rate excluding any increases that would have taken effect beyond except as specified in Section 6(b)). In order to be entitled to receive the severance described in this Section 6(a) (including the benefits provided in Sections 6(b), 6(c) and, if applicable, 6(d)), the Executive must execute, deliver and not revoke the Release within forty-five (45) calendar days following the Executive’s separation from service (the date of termination and any bonus and noncash benefitsthat is forty-five (45) calendar days following the Employee would have earned for Executive’s separation from service is the three month period subsequent “Release Deadline”). The Company shall furnish the Release to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing Executive on the date of termination, Employee his Involuntary Termination. The “Release” shall be entitled a general release of all litigation and other claims by the Executive and on Executive’s behalf in a form satisfactory to a pro rata the Company. Notwithstanding the foregoing, if the Executive’s Involuntary Termination occurs in 2008, an amount of Deferred Compensation, the severance pay otherwise payable under this Section 6(a) in a lump sum equal to the product amount that would have been payable under Section 7(a) of the Prior Agreement (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding had it been in effect on the date of such termination Involuntary Termination) shall instead be paid in twelve (12) equal monthly installments commencing on the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective first payroll date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as month following the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to month containing the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2Release Deadline. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In If the event Employee's employment under this Agreement shall be terminated prior to the expiration of terminationthe term of employment by Employee for Good Reason, or by Manatron for any reason other than the death of Employee, the disability of Employee as determined under subparagraph 4(b) above, or Cause as determined under subparagraph 4(c) above, Employee shall be entitled to compensation receive the following during the remainder of the term of employment (the "Severance Paycompensation period") in accordance with the following:); (a) If Monthly severance payments which shall continue for the term of the compensation period. The amount of each monthly payment shall be equal to Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned salary for the three last full month period subsequent to immediately preceding his termination plus one-twelfth (1/12) of the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of lesser of: (i) his average annual bonus for the amount two (2) calendar years immediately preceding his termination; or (ii) sixty percent (60%) of Incentive Bonus Plan compensation payable or the total salary paid to Employee during the twelve months one-year period immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2his termination. (b) If continued treatment as an "employee" under any stock option, employee benefit or other long-term compensation arrangement for the term of the compensation period. In the event Employee's participation in any such plan or program is barred or otherwise prevented, Manatron-shall provide Employee with benefits substantially similar to and not less favorable than the benefits which Employee would otherwise be entitled to receive under such plan or program; (ic) out-placement services selected by Employee; (d) during the compensation period, Manatron shall maintain in full force and effect for the continued benefit of Employee voluntarily terminates - each employee welfare benefit plan (as such term is defined in the Employment Retirement Income Security Act of 1974, as amended) in which Employee was entitled to participate immediately prior to the date of his termination. In the event Employee's participation in any such plan is barred or otherwise prevented, Manatron shall provide Employee with benefits substantially similar to and not less favorable than the benefits which Employee would otherwise be entitled to receive under such plan; (e) in addition to the retirement benefits to which Employee is entitled under the Manatron, Inc. Pension Plan, as amended from time to time or any successor or predecessor plan (the "Pension Plan"), Manatron shall pay a supplemental retirement benefit hereunder (the "Supplemental; Benefit"). The Supplemental Benefit, subject to the reduction described below, shall be determined in accordance with and payable in the form and at the times provided in the Pension Plan, assuming Employee is fully vested under the Pension Plan and has credited service under the Pension Plan for full-time employment (other than due to a breach for the remainder of the compensation period. The amount of the benefit shall be based upon the greater of Employee's average monthly compensation under the Pension Plan at the time of termination or Employee's average monthly compensation determined by including subparagraph 5(a) above. The Supplemental Benefit shall be reduced by the amount of the retirement benefit actually payable from the Pension Plan. For purposes of this Agreement by subparagraph, the Company)term "retirement benefit" shall include any benefit payable under the Pension Plan including any death benefit, (ii) the Company terminates this Agreement for Causedisability benefit, (iii) if survivors benefit or other benefit payable to Employee or with respect to Employee's employment is terminated participation in the Pension Plan; (f) a reimbursement for all legal fees and expenses incurred by reason Employee as a result of his deathtermination (including all such fees, if any, incurred in contesting or disputing any such termination or in seeking to enforce any right or benefit provided by this Agreement); and (g) Manatron shall enable Employee to immediately exercise in full all stock options, stock appreciation rights, or (iv) this Agreement is terminated pursuant to Section 3.5 hereofsimilar rights or options, notwithstanding the fact that such options might not be exercisable in full at that time under their terms, or under the terms of any plan, agreement or similar arrangement under which they were granted. Employee shall not be entitled required to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to mitigate the amount of Base Salary that any payments of severance benefits provided in this paragraph 5 by seeking other employment or otherwise, nor shall the amount of any payment provided in this paragraph 5 be reduced by any compensation earned by Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the a result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such his employment with another employer after termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestor otherwise.

Severance Pay. In If your employment with the event Employer is Terminated Without Good Reason before the Final Day, you shall receive two weeks salary per full year of termination, Employee shall be employment as severance benefits (subject to your providing an agreement satisfactory to us that you are not entitled to any other compensation or severance pay). If employment with the Employer is Terminated Without Good Reason during the six month period after the Final Day, you will receive $25,440 and six months of your annualized incentive compensation minus the salary and incentive compensation you have received since the Final Day date as severance benefits (subject to your providing an agreement satisfactory to us that you are not entitled to any other compensation or severance pay). (iii) No other plan coverage. You will not be covered by any other severance plan for Chatham Bank employees. Please note that applicable payroll taxes will be withheld from any payments to be made to you hereunder. Furthermore, as I am sure you recognize, this letter does not constitute a contract of employment and does not limit in any way the Employer's right to terminate your employment at any time prior to the Merger or PGFC's right to terminate your employment at or subsequent to the Merger. By its execution hereof, PGFC hereby agrees to assume all of CSB's obligations hereunder from and after the date on which the Merger is consummated. CHATHAM SAVINGS, FSB ________________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇, Chairman ACCEPTED PEAPACK-GLADSTONE FINANCIAL CORPORATION _______________________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President [CSB LETTERHEAD] [DATE] ▇▇▇▇▇▇▇ ▇▇▇▇ AVP/Corporate Secretary Chatham Savings, FSB ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Dear ▇▇▇▇▇▇▇: This letter is being written to you in connection with the acquisition of Chatham Savings, FSB ("CSB") by Peapack-Gladstone Financial Corporation ("PGFC") pursuant to the merger ("Merger") contemplated by the Agreement and Plan of Merger, dated August 26, 1999, among CSB, PGFC, Peapack-Gladstone Bank ("PGB") and ▇▇▇▇▇ ▇. Weichert (the "Severance PayMerger Agreement") ). We hereby offer you the job of Assistant Vice President of PGB following the Closing (as defined in accordance with the following: (a) If Employee's employment is terminated by reason Merger Agreement). To induce you to remain in the employ of a disabilityPGB following the Closing, Employee shall we have been instructed to inform you that PGB will increase your annual salary from $43,566 to $48,000 and you will be entitled to Severance Pay in an amount equal granted at closing 200 stock options subject to the amount terms of monthly Base Salary (PGFC's stock option plan and a grant agreement vesting over 5 years. Please note that applicable payroll taxes will be withheld from any payments to be made to you hereunder. Furthermore, as I am sure you recognize, this letter does not constitute a contract of employment and does not limit in any way CSB's right to terminate your employment at his then current Base Salary rate excluding any increases that would have taken effect beyond time prior to the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period Merger or PGB's right to terminate your employment at or subsequent to the effective date Merger. By its execution hereof, PGB hereby agrees to assume all of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on CSB's obligations hereunder from and after the date on which the Merger is consummated. CHATHAM SAVINGS, FSB ______________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇, Chairman ACCEPTED __________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President SCHEDULE 7.1(f) Index ----------------------------------------- ------------ --------------- ------------------- ---------------- =============== 07/28/99 Market 07/28/99 Capitalization Index Closing Price ($M) Weighting (%) Weighting Company Name Ticker ($) Price ($) ----------------------------------------- ------------ --------------- ------------------- ---------------- =============== 1 Center Bancorp, Inc. CNBC 14.125 53.17 0.0383 0.5410 2 Interchange Financial Services ISB 19.625 140.89 0.1025 1.9916 Corporation 3 Vista Bancorp, Inc. VBNJ 19.000 91.43 0.0659 1.2513 4 Yardville National Bancorp YANB 13.375 88.56 0.0638 0.8532 5 Mid Penn Bancorp, Inc. MBP 24.625 71.24 0.0513 1.2636 ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Corporation BMTC 27.188 116.77 0.0841 2.2868 7 ▇▇▇▇▇▇▇ Valley Bancorp Inc. CVAL 17.000 62.88 0.0453 0.7700 8 CNB Financial Corp. CNBF 15.500 117.20 0.0844 1.3085 9 Comm Bancorp, Inc. CCBP 34.000 70.86 0.0510 1.7354 10 Drovers Bancshares Corporation DROV 23.000 108.00 0.0778 1.7892 11 Greater Community Bancorp GFLS 10.500 58.90 0.0424 0.4455 12 Progress Financial Corporation PFNC 14.125 76.23 0.0549 0.7756 13 Royal Bancshares of terminationRBPAA 16.125 121.02 0.0872 1.4056 Pennsylvania, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.Inc. 14 Sterling Financial Corporation SLFI 32.750 211.15 0.1521 4.9810 ------ ------ TOTALS 1,388.00 21.40

Severance Pay. 5.1 In the event that (a) the Company terminates the Employment Period for any reason other than for Cause (as hereinafter defined), or (b) the Employee terminates his employment as a result of terminationany of the following reasons (a "Section 5.1 Termination"): (i) the Company assigned to the Employee duties that are not in a Senior Executive Capacity (the Employee acknowledges that the Company's Board of Directors may, Employee during the Employment Period, change or reduce his current job content and scope without invoking this provision); (ii) the Company reduces the Employee's bonus by a proportion greater than the average proportionate reduction in bonus awarded to the Company's other executive officers other than by operation of the Bonus Plan, or fails to increase the Employee's salary by the average being awarded to the other comparable executives; or (iii) the Company breaches any of its material obligations under this Agreement, then for the duration of the Employment Period, the Company shall be entitled continue to compensation pay an amount of severance (the "Severance PayCompensation") to the Employee at the rate and in accordance with the following: (a) If Employee's employment is terminated by reason of a disabilitymanner provided in Section 3.1 hereof, Employee shall be entitled to Severance Pay in including an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination Target Bonus, and any bonus and noncash benefits) shall continue to allow the Employee would have earned for to participate in the three month period subsequent insurance, medical and disability plans (to the effective date of termination, payable at extent permitted by such time or times as would plans) in which the Employee shall have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on participating at the date of termination. As long as the Severance Compensation is being paid, Employee the Employee's granted, but unvested stock rights, shall continue to vest on their regularly scheduled dates. If at the time of a Section 5.1 Termination there are more than two years left in the Employment Period, for the period in excess of the two years the Severance Compensation will not include any Target Bonus. The obligation of the Company to pay such Severance Compensation and allow such participation in such plans shall be entitled to a pro rata amount the only obligations of Deferred Compensation, equal the Company to the product Employee in the event of a termination pursuant to clauses (ia) or (b) above. Notwithstanding the amount foregoing, the Company shall not in any case have any obligation to pay such Severance Compensation or allow such participation in the event of Incentive Bonus Plan any material breach by the Employee of his obligations under this Agreement or in the event the Employee is eligible to receive compensation payable or paid pursuant to Section 6 hereof. The Company shall not be relieved of its obligation to pay Severance Compensation pursuant to this Section 5.1 by the reason of the death of the Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months period in which Employee shall have been employed under this Agreement, and the denominator of which Severance Compensation is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2being paid. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date 5.2 For purposes of this Agreement, and such termination is either the term "Cause" shall mean: (i) due failure by the Employee to a breach comply with any of the material terms of this Agreement by the Company, or Agreement; (ii) willful engagement by the Employee in his capacity as an executive officer of the Company and not for Causeor any subsidiary, Employee shall be entitled to Severance Pay in an amount equal gross misconduct injurious to the amount of Base Salary that Company or any subsidiary; (iii) neglect or refusal by the Employee would have earned between to attend to the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing material duties assigned to him by the Board of Directors of the Company; (iv) intentional misappropriation of property of the Company or any subsidiary to the Employee), payable at such time or times as would have been paid to Employee had he remained employed 's own use; (v) the commission by the Company through Employee of an act of fraud or embezzlement; (vi) conviction of the Expiration DateEmployee for a crime (excluding minor traffic offenses); or (vii) the failure of the Employee because of illness or other incapacity to render any services or perform any duties required pursuant to Section 1 hereof for any period of ninety (90) consecutive days during the Employment Period or for shorter periods aggregating more than six (6) months during the Employment Period ("Disability"); provided, however, prior to if the termination of this Agreement as Employee should leave the result of a breach hereof by Company under the Companycircumstances described in (vii), Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall he will be entitled to Deferred Compensation equal to such benefits as provided in the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated then-current long- and paid over a three year short-term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestdisability plans.

Severance Pay. (a) In the event that the Employee's employment under this Agreement is terminated pursuant to the provisions of Section 5(b) or 5(d), or if the employee's Employment Period is not renewed by the Company pursuant to Section 2, as severance pay the Employee shall be paid the greater of (i) 200% of (A) the Employee's then-current Base Salary plus (B) the Employee's most recently paid bonus at the date of Employee's termination and (ii) $1,400,000. Such severance pay shall be paid in a lump sum to an escrow account at a bank designated by the Company, and thereafter shall be paid to the Employee in eight equal installments on the last business day of each of the eight fiscal quarters following the quarter during which Employee's employment is terminated, beginning with such fiscal quarter; provided that the escrow agreement will provide that all payments of Employee's severance pay will cease if Employee breaches any of the provisions of Section 7 of this Agreement. Employee shall also be entitled to continued eligibility to participate in all health, medical and dental benefit plans of the Company for which Employee was eligible immediately prior to the effective time of the termination of Employee's employment, or comparable coverage, for two years, or, if sooner, until comparable health insurance coverage is available to Employee in connection with subsequent employment or self-employment. (b) In the event that the Employee's employment under this Agreement is terminated upon the death or disability of the Employee, then the Employee will not be entitled to the severance benefits set forth in Section 6(a); however, the Company will pay to the Employee or the Employee's spouse (if she is then living) the Employee's then-current Base Salary in accordance with the Company's normal pay practices until the earlier of (i) the end of the sixth calendar month following Employee's termination of active service, or (ii) such time as the Employee's spouse (or a trust for her benefit) has received proceeds from the insurance policy described in Section 4(e)(i). Any Base Salary paid after the death or disability of the Employee pursuant to clause (i) above shall be repaid to the Company upon the receipt of the insurance proceeds described in clause (ii) by the Employee's spouse (or by a trust for her benefit). The Company shall also pay to Employee or Employee's spouse the pro rata portion of Employee's bonus for the year during which the death or disability of the employee occurs. As of the date of the death or disability of Employee, all benefits for the Employee pursuant to section 4(c), (d) and (e) of this Agreement shall cease. (c) If the Employee terminates his employment pursuant to Section 5(a) and continues to provide services to the Company, or if the Employee's Employment under this Agreement is terminated pursuant to Section 5(c), the Company shall continue to pay the Employee his then-current Base Salary in equal monthly installments until the termination of his active service with the Company if the Employee resigns pursuant to Section 5(a), or until the date of his termination if the Employee's employment is terminated pursuant to Section 5(c). As of the effective date of Employee's termination, Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee shall be entitled no bonus or benefits pursuant to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (bd) If (i) Employee voluntarily terminates his employment (other than due to a breach The provisions of this Section 6 and Section 7 of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive survive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2Agreement. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. 3DIcon shall pay Employee severance pay only under the terms and conditions of this Section 7(c). (i) In the event of terminationEmployee separates from employment with 3DIcon by Employee’s voluntary notice under Section 7(iii) or by 3DIcon’s decision under Section 7(iv), Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following:no severance pay or benefits hereunder. (aii) If In the event Employee separates from employment with 3DIcon under Sections 7(i) or 7(ii), or by 3DIcon’s voluntary notice under Section 7(iii) or by Employee's employment is terminated by reason ’s timely decision due to the actual occurrence of a disabilityone or more of the grounds stated in Section 7(v), Employee shall shall, upon execution of 3DIcon’s standard form separation agreement (which includes but is not limited to a General Release of 3DIcon and its officers, directors and agents, from any claims Employee might have against any of them), be entitled to Severance Pay in an amount severance pay hereunder as follows: during a period equal to the amount greater of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date number of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing months remaining on the date of terminationone-year employment Term then in effect, or six months from the termination date, 3DIcon shall pay Employee shall be entitled an amount per month, on 3DIcon’s regular paydays and subject to a pro rata amount of Deferred Compensationmandatory withholdings, equal to Employee’s regular monthly salary at the product time of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2separation. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if In the event Employee's ’s employment terminates because 3DIcon is terminated by reason of his deathliquidated or ceases doing business, or (iv) this Agreement and Employee is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereofnot, for any reason, otherwise receiving severance payments for a period of at least three year period commencing as of such terminationmonths following the date on which the employment terminates, 3DIcon shall pay Employee or Employee's estatean amount per month, as the case may beon 3DIcon’s regular paydays and subject to mandatory withholdings, shall be entitled to a pro rata amount of Deferred Compensation equal to Employee’s regular monthly salary at the product time of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, separation for a period of three years commencing as months following the termination of employment; provided, that such termination, Employee period shall not be entitled in addition to Deferred Compensation equal to other severance payments for the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestsame period.

Severance Pay. In Following the event Company’s receipt of terminationthis Agreement executed by Employee and the expiration of the period within which Employee may revoke Employee’s acceptance of this Agreement as explained below (and provided Employee has not exercised such right of revocation), within sixty (60) days of the Termination Date, the Company shall commence to pay Employee the gross amount of [PAYMENT AMOUNT EXPRESSED IN WORDS] dollars ($[PAYMENT AMOUNT EXPRESSED IN NUMERALS]) (the “Severance Pay”) over the [NUMBER OF WEEKS EXPRESSED IN WORDS] ([NUMBER OF WEEKS EXPRESSED IN NUMERALS])-week period immediately following the effective date of this Agreement (the “Severance Period”), less applicable taxes and other lawful withholdings, which shall be entitled payable in the same amounts and manner as Employee’s regular base salary payment was made immediately prior to compensation (the "Severance Pay") Termination Date in accordance with the following: Company’s normal payroll schedule and practices in equal installments (a) If Employee's employment is terminated by reason of a disabilityexcept the last payment, Employee shall which may be entitled to Severance Pay in an amount equal to more or less than the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond others). Notwithstanding the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of terminationforegoing, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee payroll continuation payments shall not be entitled to receive any additional salary, bonus commence or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, shall cease (as the case may be, ) in the event that Employee becomes reemployed by the Company or any of the Company Releasees at any time during the Severance Period. Under no circumstances shall Employee receive any portion of the Severance Pay after the conclusion of the Severance Period so long as the Company has paid Employee all amounts due and owing hereunder during the Severance Period. Employee shall also be entitled to a pro rata amount of Deferred Compensation equal to receive the product of (i) the Bonus AmountAccrued Bonus, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated Bonus and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date Medical Benefits in accordance with the terms of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Employment Agreement as well as Employee’s equity awards in accordance with the result terms of a breach hereof by the Company, Employee shall give written notice of such breach equity award agreements and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestEmployment Agreement.

Severance Pay. In the event of termination(Effective March 31, Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following:2018) (a) If Employee's employment An employee who has one (1) or more years of continuous service in the employ of the Employer is terminated by reason of a disability, Employee shall be entitled to Severance Pay be paid, or in an amount the event of death to the employee's estate, severance pay equal to the amount obtained by multiplying the number of monthly Base Salary completed years of continuous employment by his weekly salary to a maximum of twenty (at his then current Base Salary rate excluding any increases 20) weeks’ pay. Maternity leave and adoption leave up to fifty-two (52) weeks shall be counted as service for severance pay purposes. (i) For the purpose of this Article, service for a temporary, seasonal and part- time employees shall be the equivalent of one (1) year of accumulated service provided that would have taken effect beyond where a break in employment exceeds twenty-four (24) consecutive months, service shall commence from the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times re-employment. (ii) For the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach purpose of this Agreement by the Company)Article, (ii) the Company terminates this Agreement for Causeany period during which an employee is on authorized leave without pay, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee such period shall not be entitled deemed to receive any additional salarybe a break in service; however, bonus or benefits beyond those earned or accrued periods of authorized leave without pay shall not be considered as of the effective date of the termination of his employment; except that, service in the case calculation of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as severance pay entitlement unless otherwise specified in the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2collective agreement. (c) If Employee's The maximum severance pay which an employee shall be paid for his total period of employment hereunder is terminated prior to in the Expiration Date public service shall not exceed the number of weeks as specified in (a) above. (d) The effective date of this AgreementArticle shall be March 31, 2018. Notwithstanding that employees may elect to defer the receipt of their severance entitlement in accordance with this Article, the rate of pay, service for severance entitlement and such termination position used shall be that on March 31, 2018. Where an employee is either on layoff or an approved leave of absence, the position and rate of pay at the date of layoff or date of leave of absence shall be used. (i) due Except where a request to a breach defer the payment of this Agreement severance pay has been received by the Companyemployer in accordance with this Article, employees shall receive their severance entitlement on or before March 31, 2019. (ii) Employees who wish to defer the receipt of their severance entitlement to the fiscal year commencing April 2019, may do so by providing written notice to the Company and not for Cause, Employee employer as to which quarter of that fiscal year they wish to receive their severance entitlement. The fiscal year commencing April 2019 shall be entitled divided into the following four (4) quarters: April 1, 2019 to Severance Pay in an amount equal June 30, 2019 July 1, 2019 to September 30, 2019 October 1, 2019 to December 31, 2019 January 1, 2020 to ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇) Employees who elect to defer the receipt of their severance entitlement to the amount of Base Salary that fiscal year commencing April 2019, shall notify the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized employer in writing by no later than January 31, 2019, and identify the Employee)quarter in which they wish to receive their severance entitlement as per this Article. Furthermore, payable at such time the employee shall indicate in their written notification if he/she wishes to have all or times as would have been paid a portion of his/her severance entitlement rolled into a RRSP. Where the employee fails to Employee had he remained employed by the Company through the Expiration Date; providedindicate same, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee they shall be entitled to Deferred Compensation equal to the product of paid their full severance entitlement. (ie) the Bonus AmountEffective March 31, times (ii) three. Such Deferred Compensation 2018, there shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestno further accumulation of service for severance pay purposes.

Severance Pay. In As partial consideration for the event of terminationcovenants and agreements by Employee contained herein, the Company agrees to pay Employee shall be entitled to compensation $500,000 (the "Severance Pay"). The Severance Pay shall be paid in equal quarterly installments over the four (4) calendar years beginning January 1, 2001. Payments shall be made on or before the forty-fifth (45th) day of each calendar quarter and, accordingly, the first installment shall be payable on February 15, 2001. The parties acknowledge and agree that the Severance Pay is not compensation in accordance the form of wages or salary and, accordingly, the Company shall have no obligation whatsoever to withhold taxes or other amounts from any installment of the Severance Pay. Employee agrees to pay all taxes and other levies of any kind that may be due with respect to the following: (a) If Employee's employment is terminated by reason of a disabilitySeverance Pay and to indemnify and hold the Company harmless with respect thereto. Furthermore, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases acknowledges and agrees that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus fringe benefits of any kind from the Company or benefits beyond those earned or accrued as any of the effective date of the termination of his employment; except that, in the case of other Affiliated Entities. Employee acknowledges that Employee's death or termination execution of this Agreement pursuant serves as a material inducement to Section 3.5 hereofthe Company's payment of the Severance Pay, for a three year period commencing as of such termination, and Employee or Employee's estate, as agrees that the case may be, shall Company will be entitled to a pro rata amount cease paying any further installments of Deferred Compensation equal Severance Pay upon any breach (or any other act in contravention of) this Agreement by Employee which is not cured within fifteen (15) days after the Company provides written notice thereof, by certified mail, to the product Employee, which notice references specific facts constituting such breach or other act in contravention of (i) the Bonus Amount, times (ii) the Pro Rata Period Amountthis Agreement. Such Deferred Compensation This right of non-payment shall be prorated in addition to any other remedies, including, without limitation, injunctive or other equitable remedies, which the Company may have available on account of such breach. In the event the Company fails to pay any installment of Severance Pay which is then due and paid over a three year term as if it were Deferred Compensation owing under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date terms of this Agreement, and such termination is either default remains uncured for fifteen (i15) due days' after written notice, by certified mail, from Employee, then Employee, in addition to a breach of this Agreement by the Companywhatever other remedies may be available to him, or (ii) by the Company and not for Cause, Employee shall be entitled to accelerate and declare the entire remaining balance of Severance Pay provided hereunder then due and owing in an amount equal to full, together with interest thereon at the amount rate of Base Salary that ten percent (10%) per annum, or the Employee would have earned between maximum lawful rate of non-usurious interest, whichever is less, from the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestamounts are due until paid.

Severance Pay. In If the event Employee's employment is (a) terminated by the Company as a result of terminationa Change in Control of Health Power (as defined below), or (b) not renewed at the end of any employment or renewal term after a Change in Control of Health Power for any reason, then the Employee shall be entitled to compensation (the "Severance Pay") in accordance with receive the following: (ai) If Severance pay in the amount equal to his then current annual base salary, payable over a one-year period in the same manner as such annual base salary is paid; and (ii) Fringe benefits as set forth inss.6, above, for one year from the date of termination of employment. In addition, if the Employee's employment is terminated by reason the Company as a result of or after a disabilityChange in Control of Health Power for any reason, then the Employee shall be entitled to Severance Pay receive additional severance pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that base salary the Employee would have taken effect beyond received from the date of termination and any bonus and noncash benefits) through the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as end of the effective date of the termination of his employment; except that, Initial Term or Renewal Term then in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estateeffect, as the case may be, payable during such period in the same manner as the Employee's base salary is paid. The severance pay described in this paragraph shall be entitled to in lieu of the payment of the Employee's base salary. For purposes of this section, a pro rata amount "Change in Control of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation Health Power" shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2.deemed to occur: (cA) If Employee's employment hereunder is terminated prior to When, after the Expiration Date date of this Agreementagreement, any "person" as defined in ss.3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") and such termination is either (ias used in ss.ss.13(d) due to and 14(d) thereof, including a breach "group" as defined in ss.13(d) of this Agreement by the CompanyExchange Act, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (but excluding Health Power and any other deductions authorized in writing subsidiary and any employee benefit plan sponsored or maintained by the EmployeeHealth Power or any subsidiary (including any trustee of such plan acting as trustee), payable at such directly or indirectly, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act, as amended from time to time), of securities of Health Power representing 20% or times as would have been paid to Employee had he remained employed by more of the Company through the Expiration Date; provided, however, prior to the termination combined voting power of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.Health Power's then outstanding securities;

Severance Pay. (a) In the event of terminationthe Executive’s employment with the Company is terminated by the Company during the Term for Cause (as defined in Section 8(d) above), Employee or by the Executive other than for Good Reason (as defined in Section 8(e) above), the compensation and benefits the Executive shall be entitled to compensation (receive from the "Severance Pay") in accordance with the followingCompany shall be limited to: (ai) If Employee's employment is terminated by reason of a disability, Employee shall be entitled his then-current annual base salary pursuant to Severance Pay in an amount equal to Section 4 through the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by in accordance with the Company. In addition, ’s standard payroll practices; (ii) any reimbursable expenses for a three year period commencing on which the Executive has not yet been reimbursed as of the date of termination; (iii) any accrued paid time off; and (iv) any other rights and vested benefits (if any) provided under employee benefit plans and programs of the Company, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to determined in accordance with the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date applicable terms and provisions of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, plans and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2programs. (b) If (i) Employee voluntarily terminates his the Executive’s employment (other than with the Company is terminated due to a breach death or disability or the inability of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled continue to receive any additional pay Executive’s salary, bonus or benefits beyond those earned or accrued as of the effective Company will pay all salary and bonuses to the date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's the Executive’s employment hereunder with the Company is terminated prior during the Term, either by the Company without Cause or by the Executive for Good Reason, in addition to the Expiration Date amounts in Subsection (a) of this AgreementSection 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of his annual base salary pursuant to Section 4, at the rate in effect on the date of termination plus accrued and such unused paid time off. This severance pay shall be paid to the Executive in cash in a single lump sum payment, within sixty (60) days after the date of the termination is either (i) due to a breach of this Agreement by the Executive’s employment with the Company, or but no earlier than fifteen (ii15) by days after the Company Executive’s execution and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result non-revocation of a breach hereof by general release of all claims against the Company, Employee shall give written notice of such breach its officers, directors, employees and a thirty day period within which affiliates, in form and substance satisfactory to cure such breachthe Company (the “Release”). In addition, the Executive shall also receive upon termination any Annual Performance Bonus that, as of the date of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. In addition, the Company shall pay the cost for Executive to continue his health insurance benefits under COBRA for a period of three years commencing six months after termination of employment, or the Company will fund an alternative health care insurance plan for the same dollar amount as of such termination, Employee shall be entitled to Deferred Compensation equal a six month Cobra plan. (d) Notwithstanding anything in this Agreement to the product contrary, it will be a condition to the Executive’s right to receive any severance benefits under Subsection (c) of this Section 9 that he execute and deliver the Release to the Company upon his separation from service, and that he does not revoke the Release during the fifteen (i15) the Bonus Amount, times (ii) threeday period thereafter. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Subject to Section 2.2. Further14 below, the Options granted to Employee pursuant to severance payments under this Section 2.4.1 hereof shall immediately 9 will be made no earlier than fifteen (15) days after the Executive has executed, delivered and fully vestnot revoked the Release as required under this Section 9.

Severance Pay. In i) If, during the event term of terminationthis Agreement, the Company terminates the Employee's Employment (including through "Constructive Termination" as defined below) for any reason other than Cause or Permanent Disability, then the Company shall pay the Employee shall be entitled to compensation his Base Compensation for a period of nine (9) months following the termination of his Employment (the "Severance PayBase Continuation Period") and shall accelerate the vesting of any outstanding stock options such that the Employee will become vested in an additional number of shares subject to such stock options, as if the Employee provided another six (6) months of service with the Company. Such Base Compensation shall be paid at the rate in effect at the time of the termination of Employment and in accordance with the following:Company's standard payroll procedures ii) If, within sixteen (a16) If Employee's employment is terminated by reason months following a Change of a disabilityControl (as defined in Part 2(e) of the Planetout Partners, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary Inc. Performance and Equity Participation (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefitsPEP) the Employee would have earned for the three month period subsequent to the effective date of terminationPlan as adopted on January 22, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination 2002 (the "Bonus AmountPEP Plan")) and the Company terminates the Employee's Employment (including through "Constructive Termination" as defined below) for any reason other than Cause or Permanent Disability, then, subject to the "Parachute Payment" provisions of paragraph 5(d) of the PEP Plan (as if such provisions were a full part of this agreement, even if such plan is not in effect at the time of a Change of Control), the Company shall pay the Employee his Base Compensation for a period of twelve (12) months following the termination of his Employment (the "Change of Control Continuation Period"), times (ii) and shall accelerate the product (vesting of any outstanding stock options such that the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total Employee will become vested in an additional number of shares subject to such stock options, as if the Employee provided the greater of either (A) another six (6) months in which Employee shall have been employed under this Agreement, and of service with the denominator Company or (B) 50% of which is sixtythe remaining unvested shares. Such Deferred Base Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by at the Company), (ii) rate in effect at the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date time of the termination of his employmentEmployment and in accordance with the Company's standard payroll procedures. iii) DEFINITION OF "CONSTRUCTIVE TERMINATION." For all purposes under this Agreement "Constructive Termination" shall mean that the Employee's resignation within sixty (60) days following (i) a material reduction or change in title, job duties, authority, responsibilities or job requirements inconsistent with Employee's position with the Company to which the Employee has not agreed to in writing; except that, in the case (ii) any material reduction of Employee's death or termination Base Compensation to which the Employee has not agreed to in writing; (iii) any elimination of this Agreement a material benefit provided to the Employee pursuant to Section 3.5 hereof, employment with the Company to which the Employee has not agreed to in writing unless such material benefit is being eliminated for a three year period commencing as of such termination, Employee all Employees in comparable positions or Employee's estate, as the case may be, shall be entitled class due to a pro rata amount reasonable business need or condition; (iv) a relocation of Deferred Compensation equal place of employment more than sixty (60) miles from San Francisco, California; (v) the Company's failure to cure any material breach by it of the terms of this letter agreement within a reasonable time following written notice from the Employee to the product Company's Board of Directors; or (vi) the actual occurrence of any "constructive termination" of the Employee by the Company under California law. The provisions of subparts (i) the Bonus Amount, times through (iiiii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreementsubparagraph b(iii) shall not apply if any "cause" as defined in subparagraph (d) has occurred, and such termination is either and, if curable pursuant to subparagraph (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employeed), payable at such time or times as would have has not been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestcured.

Severance Pay. In the event of termination, Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If EmployeeNotwithstanding any other provision of this Agreement, if the Executive's employment is (or is deemed) terminated by the Company pursuant to Section 13(a): (i) the Company shall pay the Executive any accrued but unpaid Salary, prorated Annual Cash Bonus, prorated vacation, and any other amounts accrued but unpaid as of the date of termination; (ii) the Company shall pay the Executive a lump-sum severance payment equal to the greater of (1) the Executive's then-current Salary and Annual Cash Bonus (determined as though the Annual Cash Bonus would be paid for each year in the Balance of the Term) for the Balance of the Term (but in no event less than three years if the Employment Agreement is terminated prior to the third anniversary of the Commencement Date), or (2) the product of 3.00 multiplied by the Executive's highest total annual cash compensation (as reported by the Company on Internal Revenue Service Form W-2) earned by the Executive in any one of the three (3) calendar years immediately preceding the calendar year in which the termination occurs; and (iii) the Company shall continue all medical, dental and life insurance benefits at no cost to the Executive for twelve (12) months, commencing on the date of the Executive's termination of employment (and the provision by the Company of any such group health benefits shall not be considered continuation coverage pursuant to section 4980B of the Code, and such continuation converge shall commence on the date that benefits provided hereunder cease). Other than as provided herein, if the Executive's employment is terminated by reason of a disabilitythe Company pursuant to Section 13(b) hereof, Employee the Company shall be entitled to Severance Pay in an amount equal pay to the amount of monthly Base Salary (at his then current Base Salary rate excluding Executive any increases that would have taken effect beyond the date of termination accrued but unpaid Salary, prorated Annual Cash Bonus, prorated vacation, and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date other amounts accrued but unpaid as of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee . Any benefit payable pursuant to this Section 15 shall be entitled to a pro rata amount of Deferred Compensation, equal paid to the product Executive in a lump-sum within thirty (30) days after the Executive's termination of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2employment. (b) If In the event that the Executive becomes entitled to any severance payments as provided herein, if it is determined that any such payments will be subject to the tax or any other similar state or local excise taxes (ithe "Excise Tax") Employee voluntarily terminates his employment imposed by Section 4999 of the Code (other than due to a breach of this Agreement or any similar tax that may hereafter be imposed), the Company shall "gross-up" such severance payments so that the amount received by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as Executive after payment of such termination, Employee or Employee's estate, as the case may be, Excise Tax shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that to which the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, Executive was entitled prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice application of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestExcise Tax.

Severance Pay. (i) In the event that the Executive’s employment is terminated (A) by the Company without Cause at any time other than in connection with a Change in Control as described in §2(d)(ii), or (B) by the Executive for Good Reason at any time other than in connection with a Change in Control as described in §2(d)(ii), the Company shall pay to the Executive, as severance pay, all amounts due to the Executive as Base Salary pursuant to §2(b) above for the period beginning on the Termination Date and ending 18 months thereafter, in installments on the payment dates on which such Base Salary would have been paid if the Employment Period had continued for such period and, as of the date of the last such payment, the Company will have no further obligation to the Executive. (ii) In the event that the Executive’s employment is terminated (A) by the Company without Cause within 60 days prior to, or within one year after, the occurrence of a Change in Control, or (B) by the Executive for Good Reason within 60 days prior to, or within one year after, the occurrence of a Change in Control, the Company shall pay to the Executive, as severance pay, all amounts due to the Executive as Base Salary pursuant to §2(b) above for the period beginning on the Termination Date and ending 18 months thereafter, in installments on the payment dates on which such Base Salary would have been paid if the Employment Period had continued for such period and, as of the date of the last such payment, the Company will have no further obligation to the Executive. (iii) In the event of terminationa Change in Control as described in §2(d)(ii), Employee if any Company stock options held by the Executive are assumed by the surviving entity in connection with such Change in Control, the vesting of any and all such assumed options held by the Executive shall be entitled to compensation (accelerated so that all unexpired options then held by the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee Executive shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination fully vested and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of exercisable immediately upon such termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (biv) If In no event shall termination of the Executive’s employment for any other reason (i) Employee voluntarily terminates his employment (other than due to a breach including upon or following the expiration of this Agreement by on the Company), (iithird anniversary hereof or any extension date) entitle the Executive to severance pay or benefits from the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason or any of his death, its Subsidiaries or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2Affiliates. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In If there is an Involuntary Termination (as defined below) of the event of terminationExecutive’s Employment, Employee shall be entitled then subject to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason Executive’s execution, delivery and non-revocation of a disabilityRelease (defined below) within the time period described below, Employee following the Executive’s “separation from service” within the meaning of Section 409A, the Company shall be entitled to Severance Pay pay the Executive a single lump sum of cash in an amount equal to the sum of twelve (12) months of the Executive’s then annual Base Compensation (not giving effect to any reduction in Base Compensation made in connection with such Involuntary Termination or giving rise to Good Reason). The cash lump sum amount of monthly Base Salary payable under this Section 6(a) shall be made to the Executive on the first payroll date in the month following the month containing the Release Deadline. The Executive shall also receive the benefits provided in Sections 6(b) and 6(c), and all such payments and benefits shall not be subject to mitigation or offset (at his then current Base Salary rate excluding any increases that would have taken effect beyond except as specified in Section 6(b)). In order to be entitled to receive the severance described in this Section 6(a) (including the benefits provided in Sections 6(b), 6(c) and, if applicable, 6(d)), the Executive must execute, deliver and not revoke the Release within forty-five (45) calendar days following the Executive’s separation from service (the date of termination and any bonus and noncash benefitsthat is forty-five (45) calendar days following the Employee would have earned for Executive’s separation from service is the three month period subsequent “Release Deadline”). The Company shall furnish the Release to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing Executive on the date of termination, Employee his Involuntary Termination. The “Release” shall be entitled a general release of all litigation and other claims by the Executive and on Executive’s behalf in a form satisfactory to a pro rata the Company. Notwithstanding the foregoing, if the Executive’s Involuntary Termination occurs in 2008, an amount of Deferred Compensation, the severance pay otherwise payable under this Section 6(a) in a lump sum equal to the product amount that would have been payable under Section 7(a)(ii) of the Prior Agreement (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding had it been in effect on the date of such termination Involuntary Termination) shall instead be paid in twelve (12) equal monthly installments commencing on the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective first payroll date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as month following the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to month containing the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2Release Deadline. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In If Executive’s employment is terminated (i) by mutual agreement, (ii) by Vitesse For Cause, (iii) by Executive for other than Good Reason (as defined below) or (iv) because of Executive’s Disability or death, Executive (or Executive’s estate in the event case of terminationExecutive’s death) shall receive Executive’s base salary earned through Executive’s final day of employment, Employee but shall not be eligible to receive any Severance Pay (as defined below) or any other compensation, unless agreed upon by both parties. For purposes of clarification, it is agreed that under this Agreement, neither termination by Vitesse other than For Cause nor termination by Executive for Good Reason includes termination of employment because of Executive’s Disability or death. Executive’s right to receive any of the benefits under this Section 6 shall be entitled conditioned upon Executive’s execution of Vitesse’s standard form of waiver and release of claims. If Executive’s employment is terminated other than on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, Executive shall receive (i) his base salary earned through Executive’s final day of employment, (ii) a pro-rata portion (based upon the portion of the fiscal year occurring prior to compensation Executive’s final day of employment) of Executive’s Target Bonus and (the "iii) Severance Pay". If Executive’s employment is terminated on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, Executive shall receive (i) in accordance with his base salary earned through Executive’s final day of employment, (ii) a pro-rata portion (based upon the following: portion of the fiscal year occurring prior to Executive’s final day of employment) of the greater of (a) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary Executive’s Target Bonus or (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefitsb) the Employee would have earned bonus the Executive actually received for the three month period subsequent fiscal year ending immediately prior to the effective date Executive’s final day of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Companyemployment and (iii) Severance Pay. In addition, upon a termination of Executive’s employment on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, all outstanding options and restricted stock units which are subject solely to time-based vesting shall become fully vested. Furthermore, if a three Change of Control Event occurs and if the Executive’s employment with Vitesse is terminated within one year period commencing on prior to the date on which the Change of terminationControl Event occurs by Vitesse other than For Cause, Employee and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party which had taken steps reasonably calculated to effect such Change of Control Event or (ii) otherwise arose in connection with or anticipation of such Change of Control Event, then all restricted stock units which are subject solely to time-based vesting and were outstanding immediately prior to Executive’s final day of employment shall be entitled to a pro rata amount become fully vested as of Deferred Compensation, equal the Change of Control Event and to the product extent such Change of Control Event occurs prior to 6 months after Executive’s termination of employment, all options outstanding immediately prior to Executive’s final day of employment which are subject solely to time-vesting shall become fully vested as of the Change of Control Event and subject to the other terms of the equity compensation plan applicable upon a Change of Control Event, shall have a remaining exercise period of the lesser of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during period remaining until 6 months after the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the Executive’s termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by 90 days after such Change of Control Event, provided such exercise period does not extend beyond the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to maximum term of the amount of Base Salary that options applicable if the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee Executive had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by with the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. (a) In the event (i) Employer chooses to terminate this Agreement without cause, prior to the Agreement's natural expiration date and so notifies the Employee, or (ii) Employee chooses to terminate this Agreement with cause, then Employer shall pay to Employee severance pay of termination, Employee shall be entitled to compensation one-twelfth (the 1/12) of Employee's annual salary on a monthly basis ("Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) twenty-four (24) months or (ii) the amount of Incentive Bonus Plan compensation payable time remaining until this Agreement's natural expiration, whichever is less. Employee shall be bound by the non-competition restrictions of Paragraph 4.4 for as long as Employee is receiving such Severance Pay, provided, however, that Employer shall be obligated to pay the foregoing Severance Pay regardless of whether Employer wishes to bind Employee to the non-competition restrictions of Paragraph 4.4 or paid agrees to release Employee during from such restrictions. However, the twelve Employer may extend the restriction period to such a date which is no later than thirty-six (36) months immediately preceding from the date of Employee's termination, which time period shall be at Employer's election, provided that Employer shall pay to Employee Severance Pay for the extension of such termination restriction, and shall give Employee written notice thereof within fifteen (the "Bonus Amount"15) days of such termination. The benefits provided for under Paragraph 3.4(a), times (iib) the product and (the "Pro-Rata Period Amount") c), above, shall continue to be applicable during any period of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed salary continuation under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2Paragraph 3.5. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of In the event this Agreement terminates at its natural expiration date, including termination as a result of a notice of nonrenewal by Employer or Employee, and Employer elects to enforce and bind Employee to the Company)noncompetition restrictions of Paragraph 4.4 below, (ii) the Company terminates this Agreement then Employer shall pay to Employee Severance Pay for Cause, (iii) if Employee's employment is terminated by reason each month of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, restriction for a three year period commencing as of such terminationtime which is no later than twelve (12) months from the Agreement's natural expiration, Employee or Employee's estate, as the case may be, which time period shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2at Employer's election. (c) If Employee's employment hereunder In the event that this Agreement is terminated prior by the Employer for cause and the Employer elects to enforce and bind Employee to the Expiration Date non-competition restrictions of this AgreementParagraph 4.4, and such termination is either (i) due below, then Employer shall pay to a breach Employee one-half of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to over the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a nine-month restriction period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestsaid Paragraph 4.

Severance Pay. In Subject to the event condition that Employee has not revoked this Agreement during the Revocation Period (as defined below) and subject to Employee’s compliance with this Agreement, Employer agrees to make payments to Employee in the total gross amount of termination$2,000,000, Employee shall be entitled subject to compensation all applicable withholding and other employment taxes (collectively, the "“Severance Pay") ”). The Severance Pay will be paid out in accordance with the following: two installments: (a) If $1,000,000, within 14 days after expiration of the revocation period set forth in paragraph 21, below, provided that the revocation period has expired without revocation by Employee's employment is terminated by reason of a disability, Employee shall to be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times paid as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of follows: (i) the amount of Incentive Bonus Plan compensation payable or $80,652 to be paid to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, PLLC, as attorneys’ fees, with Form 1099s sent for that portion to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount")and to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, times PLLC, and (ii) $919,348 to be paid to Employee; and (b) $1,000,000 on or before May 31, 2022, provided that the product revocation period expired without revocation by Employee (the "Pro-Rata Period Amount") “Second Payment”). Employer’s obligation to make the Second Payment will be accelerated to the closing date of three times a fraction, the numerator of which is the total number of months any transaction in which all or substantially all of the assets or equity of Employer is sold, if such date precedes May 31, 2022. Employee shall acknowledges and agrees that the payments specified in paragraphs 2-4 of this Agreement are in full and complete satisfaction of any and all liabilities or obligations the Employer Entities have been employed or may have to Employee, under the Employment Agreement or otherwise, including but not limited to any and all obligations with respect to salary, bonuses, holiday pay, vacation pay, severance pay, insurance, and any other benefits or claims, at any time in the past, present, or future. The Parties further agree the payments provided in this Agreement are provided by the Employer Entities solely under this Agreement on the Employer Entities’ own accord, subject to Employee’s compliance with the terms herein, and that Employee was not legally entitled to the payments provided herein and will not receive the payments unless Employee executes this Agreement, does not revoke this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of complies with this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In the event of termination, Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason of a his disability, Employee the Company shall be entitled continue to Severance Pay in an amount equal to the amount of pay Employee's monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company)employment, or (ii) the Company terminates this Agreement for Cause, or (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date expiration of the term of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between for the effective date remainder of termination through the Expiration DateTerm described in Section 3.1 hereof, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Dateterm of this Agreement; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and the Company shall have a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In the event of terminationa Change in Control of the Corporation and the Employee’s Involuntary Termination of Employment within eighteen (18) months after such Change in Control of the Corporation, the Employee shall be entitled to compensation (the "Severance Pay") in accordance with receive the following: (a) If Severance pay equal to Two Hundred Percent (200%) of the Employee's employment is terminated by reason of a disability, Employee ’s Compensation. Such severance pay shall be entitled to Severance Pay due and payable in an amount equal to full in one lump sum payment (less all income tax, employment tax and other withholdings) on the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond 30th day following the date of the Employee’s termination and any bonus and noncash benefitsof employment (or on the 60th day in the event the termination may be deemed a “mass layoff” under the Older Workers Benefit Protection Act of 1990); (b) Reimbursement to the Employee would have earned of his cost for participating in the Corporation’s health and medical plan to the extent, and for the three month period subsequent of time (but not to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on exceed 18 months after the date of terminationthe Employee’s Involuntary Termination of Employment), the Employee is entitled to such continued coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”). Notwithstanding the foregoing provisions of this Section 2(b), the COBRA Coverage will terminate immediately upon the Employee becoming entitled to participate under a health and medical plan of another employer; and (c) The Employee’s right to exercise then-outstanding and vested options granted to the Employee to acquire stock of the Corporation shall be entitled to a pro rata amount of Deferred Compensation, equal extended to the product first to occur of (i) the amount second anniversary of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times Employee’s Involuntary Termination of Employment or (ii) the product (the "Pro-Rata Period Amount"date(s) of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, such option or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee options would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Dateotherwise expire; provided, however, that no severance compensation or benefits described in this Section 2 shall be paid or made available to the Employee in the event the Employee fails, within 21 days (or 52 days in the event the termination may be deemed a “mass layoff” under the Older Workers Benefit Protection Act of 1990) of the date of his termination of employment, to execute and deliver to the Corporation (or executes and delivers but then revokes or fails to confirm) within the time periods provided for under the Older Workers Benefit Protection Act of 1990 or other applicable law permitting the revocation of the Release) a waiver and release of all claims he, his heirs, executors, administrators, personal representatives, successors and assigns may have against the Corporation and its officers, directors, employees, agents, successors and assigns arising prior to the date that Employee signs the waiver and release (including without limitation age discrimination claims), such waiver and release being in the form as determined by the Board (the “Release”), which form of Release shall be provided to the Employee upon the date of termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestemployment.

Severance Pay. In 6.1 Except as otherwise provided in the Severance Agreement, in the event that the Company terminates the Employment Period prior to November 4, 1999 for any reason other than for Cause (as hereinafter defined), or the Employee terminates his employment as a result of termination, Employee shall be entitled to compensation any of the following reasons (i) without the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason of a disabilityconsent, Employee shall be entitled to Severance Pay in an amount equal the Company assigns to the amount Employee duties inconsistent with this present position that materially diminish the scope of monthly Base Salary the Employee's duties or change his reporting relationship; (at his then current Base Salary rate excluding ii) the Company reduces the Employee's salary, or reduces the Employee's bonus, by a proportion substantially greater than the average proportionate reduction in salary or bonus awarded to the Company's other executive offices other than by operation of the Corporate Staff Bonus Plan (or any increases that would have taken effect beyond the date of termination and any bonus and noncash benefitsapplicable successor plan); (iii) the Employee would have earned is not nominated for the three month period subsequent re-election to the effective date Company's Board of terminationDirectors; (iv) this Agreement or a successor Agreement is not renewed pursuant to Section 2.2 (notification of which shall constitute the start of the period for which the payment of benefits hereunder (including Severance Pay), payable the remaining term of this Agreement notwithstanding); or (v) the Company breaches any of its material obligations under this Agreement, then pursuant to the terms of the Company's policy III-20-6, the Company shall continue to pay salary continuation to the Employee at such time or times as would his then-current level, and shall continue to allow the Employee to participate in all plans and benefit programs in which the Employee shall have been paid participating, pursuant to Employee had he remained employed by Section 3.2, except stock options and grant plans, vacation accrual, and any car allowances, when the Company. In additionEmployee's inactive pay status begins, for a three one (1) year period commencing on after the date of termination, Employee's inactive pay status begins. The Employee shall be entitled to a pro rata amount of Deferred Compensationtarget bonus, equal to be paid at the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which regular time for Company bonus payments. The Employee shall have been employed the option of taking the amount due to him under this provision in a lump sum, less required withholding, within ten days of the termination, which will have the effect of terminating his entitlement to continued participation in the Company's benefit plans. Any balance of the year's compensation due the Employee if he should find other employment in this year will be paid in a lump sum at that time. However, the Company shall not in any case have the obligation to pay such salary or allow such participation in the event of any material breach by the Employee of his obligations under this Agreement, and the denominator . The Company shall not be relieved of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under its obligations to pay salary pursuant to this Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated 6.1 by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as the death of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date 6.2 For purposes of this Agreement, and such termination is either the term "Cause" shall mean: (i) due failure by the Employee to a breach comply with any of the material terms of this Agreement by the Company, or Agreement; (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing willful engagement by the Employee), payable at such time in his capacity as an executive officer of the Company or times as would have been paid any subsidiary; in gross misconduct injurious to Employee had he remained employed the Company or any subsidiary; (iii) neglect or refusal by the Employee to attend to the material duties assigned to him by the Board of Directors of the Company; (iv) intentional misappropriation of property of the Company through or any subsidiary; (v) the Expiration Datecommission by the Employee of an act of fraud or embezzlement; (vi) conviction of the Employee for a crime (excluding minor traffic offenses); or (vii) the failure of the Employee because of illness or other incapacity to render any services or perform any duties required pursuant to Section 1 hereof for any period of one hundred sixty (160) consecutive days during the Employment Period or for shorter periods aggregating more than six months during the Employment Period; provided, however, prior to if the termination of this Agreement as Employee should leave the result of a breach hereof by Company under the Companycircumstances described in (vii), Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall he will be entitled to Deferred Compensation equal to such benefits as provided in the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated then current Long- and paid over a three year Short-term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestdisability plans.

Severance Pay. In the event of terminationa Change in Control of the Corporation and the Employee’s Involuntary Termination of Employment within eighteen (18) months after such Change in Control of the Corporation, the Employee shall be entitled to compensation (the "Severance Pay") in accordance with receive the following: (a) If Severance pay equal to One Hundred Fifty Percent (150%) of the Employee's employment is terminated by reason of a disability, Employee ’s Compensation. Such severance pay shall be entitled to Severance Pay due and payable in an amount equal to full in one lump sum payment (less all income tax, employment tax and other withholdings) on the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond 30th day following the date of the Employee’s termination and any bonus and noncash benefitsof employment (or on the 60th day in the event the termination may be deemed a “mass layoff” under the Older Workers Benefit Protection Act of 1990); (b) Reimbursement to the Employee would have earned of his cost for participating in the Corporation’s health and medical plan to the extent, and for the three month period subsequent of time (but not to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on exceed 18 months after the date of terminationthe Employee’s Involuntary Termination of Employment), the Employee is entitled to such continued coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA Coverage”). Notwithstanding the foregoing provisions of this Section 2(b), the COBRA Coverage will terminate immediately upon the Employee becoming entitled to participate under a health and medical plan of another employer; and (c) The Employee’s right to exercise then-outstanding and vested options granted to the Employee to acquire stock of the Corporation shall be entitled to a pro rata amount of Deferred Compensation, equal extended to the product first to occur of (i) the amount second anniversary of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times Employee’s Involuntary Termination of Employment or (ii) the product (the "Pro-Rata Period Amount"date(s) of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, such option or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee options would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Dateotherwise expire; provided, however, that no severance compensation or benefits described in this Section 2 shall be paid or made available to the Employee in the event the Employee fails, within 21 days (or 52 days in the event the termination may be deemed a “mass layoff” under the Older Workers Benefit Protection Act of 1990) of the date of his termination of employment, to execute and deliver to the Corporation (or executes and delivers but then revokes or fails to confirm) within the time periods provided for under the Older Workers Benefit Protection Act of 1990 or other applicable law permitting the revocation of the Release) a waiver and release of all claims he, his heirs, executors, administrators, personal representatives, successors and assigns may have against the Corporation and its officers, directors, employees, agents, successors and assigns arising prior to the date that Employee signs the waiver and release (including without limitation age discrimination claims), such waiver and release being in the form as determined by the Board (the “Release”), which form of Release shall be provided to the Employee upon the date of termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestemployment.

Severance Pay. In If a change in control of the event of termination, Employee shall be entitled to compensation (the "Severance Pay") in accordance Company occurs and within three years thereafter your employment with the followingCompany is terminated either by you for Good Reason or by the Company Without Cause, then in addition to all other benefits which you have earned prior to such termination or to which you are otherwise entitled, the Company shall pay to you as severance pay, in a lump sum on or before the fifth day following the Date of Termination, the following amounts: (a) If Employee's employment your full base salary earned through the Date of Termination at the rate in effect ten days prior to the date Notice of Termination is terminated by reason of a disabilitygiven, Employee shall be entitled to Severance Pay in the extent not theretofore paid; (b) an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (1) the sum of (i) the amount higher of Incentive Bonus Plan compensation payable your annual base salary in effect prior to the Effective Date, or paid to Employee during your annual base salary at the twelve months immediately preceding highest rate in effect at any time since any change in control of the date of such termination (the "Bonus Amount"), times Company and (ii) the product higher of your Additional Compensation (as defined hereafter) for the most recently completed fiscal year of the Company, or the arithmetic average of your Additional Compensation for the most recently completed three fiscal years of the Company (the sum of such annual base salary and Additional Compensation shall be referred to as your "Pro-Rata Period AmountBase Compensation") and (2) the lesser of the number three times or a fraction, fraction the numerator of which is the total number of months from and including the month in which Employee shall have been employed under this Agreement, the Date of Termination occurs to and including the month in which you would attain the age sixty-five and the denominator of which is sixtytwelve. Such Deferred Compensation The term "Additional Compensation" shall be prorated and paid over mean your annual (measured by a three year term as if it were Deferred Compensation calendar year) total incentive compensation, commissions, bonuses, amounts deferred under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach any non-qualified deferred compensation program of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, and any elective contributions that are made by or (ii) on behalf of you under any plan maintained by the Company and that are not for Cause, Employee shall be entitled to Severance Pay includible in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation gross income under Section 2.2. Further125 or 402(e)(3) of the Internal Revenue Code of 1986, as amended from time to time, but excluding moving or educational reimbursement expenses, amounts realized from the Options granted exercise of any stock options, and imputed income attributable to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestany fringe benefit.

Severance Pay. In the event of termination, Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason the Company without cause under the provisions of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary paragraph (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount"c) of three times a fractionSection 6, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) or if Employee's employment is terminated by reason the Employee for Good Reason, as defined in paragraph 8(d) of his death, or this Agreement: (ivi) this Agreement is terminated pursuant to Section 3.5 hereof, the Employee shall not be entitled to receive any additional salaryand the Company shall be obligated to pay to the Employee, bonus or benefits beyond those earned or accrued an amount equal to three times the sum of his annual base pay and the MICP target amount in effect as of the effective date of termination. (ii) In addition, if the termination Company's LTIP and SERP are in effect on the date of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, the Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount receive: - all shares of Deferred Compensation equal the Company's common stock that have been awarded under the Company's LTIP, which shall immediately vest and have all restrictions removed; and - the "Actuarial Equivalent" as defined in the SERP, of any vested Accrued Benefit provided in the SERP. In the event the Employee is terminated prior to March 1, 1997, the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation Employee shall be prorated deemed to have satisfied the vesting requirements contained in the SERP. (b) The Company shall pay the Employee the amount due under paragraph 8(a) in 36 equal monthly installments. The first installment shall be due and paid over a three year term as if it were Deferred Compensation under Section 2.2payable on the first day of the month following the date of termination, with subsequent payments being due and payable on the first day of each following month. (c) If Employee's employment hereunder Any amount payable under this Section 8 is terminated prior in lieu of, and not in addition to, any further compensation payments for the then remaining Term of Employment. Such amount shall be paid to the Expiration Date Employee regardless of whether the Employee finds, seeks or receives an offer for alternative employment or receives compensation from other sources. The Employee shall be under no duty to mitigate damages or losses that he might incur by reason of such termination of his employment by the Company. (d) For purposes of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company"Good Reason" shall mean, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by without the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give 's express written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Furtherconsent, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.occurrence of any one or more of the following:

Severance Pay. 5.1 In the event that (a) the Company terminates the Employment Period for any reason other than for Cause (as hereinafter defined), or (b) the Employee terminates his employment as a result of terminationany of the following reasons (a "Section 5.1 Termination"): (i) the Company assigned to the Employee duties inconsistent with this present position that materially diminish the scope of Employee's duties or change his reporting relationship; (ii) the Company reduces the Employee's bonus by a proportion greater than the average proportionate reduction in bonus awarded to the Company's other executive officers other than by operation of the Bonus Plan; or (iii) the Company breaches any of its material obligations under this Agreement, Employee then for two years after the termination date, the Company shall be entitled continue to compensation pay an amount of severance (the "Severance PayCompensation") to the Employee at the rate and in accordance with the following: (a) If Employee's employment is terminated by reason of a disabilitymanner provided in Section 3.1 hereof, Employee shall be entitled to Severance Pay in including an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination Target Bonus, and any bonus and noncash benefits) shall continue to allow the Employee would have earned for to participate in the three month period subsequent insurance, medical and disability plans (to the effective date of termination, payable at extent permitted by such time or times as would plans) in which the Employee shall have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on participating at the date of termination. The auto and housing allowances shall cease upon the date of termination. As long as the Severance Compensation is being paid, Employee the Employee's granted, but unvested stock rights, shall continue to vest on their regularly scheduled dates. The obligation of the Company to pay Severance Compensation and allow such participation in such plans shall be entitled to a pro rata amount the only obligations of Deferred Compensation, equal the Company to the product Employee in the event of a termination pursuant to clauses (ia) or (b) above. Notwithstanding the amount foregoing, the Company shall not in any case have any obligation to pay such Severance Compensation or allow such participation in the event of Incentive Bonus Plan any material breach by the Employee of his obligations under this Agreement or in the event the Employee is eligible to receive compensation payable or paid pursuant to Section 6 hereof. The Company shall not be relieved of its obligation to pay Severance Compensation pursuant to this Section 5.1 by the reason of the death of the Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months period in which Employee shall have been employed under this Agreement, and the denominator of which Severance Compensation is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2being paid. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date 5.2 For purposes of this Agreement, and such termination is either the term "Cause" shall mean: (i) due failure by the Employee to a breach comply with any of the material terms of this Agreement Agreement; (ii) willful engagement by the Employee in his capacity as an executive officer of the Company or any subsidiary, in gross misconduct injurious to the Company or any subsidiary; (iii) neglect or refusal by the Employee to attend to the material duties assigned to him by the Board of Directors of the Company, (iv) intentional misappropriation of property of the Company or any subsidiary to the Employee's own use; (v) the commission by the Employee of an act of fraud or embezzlement; (vi) conviction of the Employee for a crime (excluding minor traffic offenses); or (iivii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount failure of Base Salary that the Employee would have earned between because of illness or other incapacity to render any services or perform any duties required pursuant to Section 1 hereof for any period of ninety (90) consecutive days during the effective date of termination through Employment Period or for shorter periods aggregating more than six (6) months during the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; Employment Period provided, however, prior to if the termination of this Agreement as Employee should leave the result of a breach hereof by Company under the Companycircumstances described in (vii), Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall he will be entitled to Deferred Compensation equal to such benefits as provided in the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated then-current long- and paid over a three year short-term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestdisability plans.

Severance Pay. In addition to and notwithstanding the event provisions of terminationSection 4.5 hereof, Buyer will bear, and will indemnify, defend and hold harmless Seller from and against, all losses, damages, deficiencies, suits, claims, demands, judgments, costs, expenses or other liabilities, including without limitation reasonable expenses and fees of counsel, arising from or relating to claims made by or on behalf of any Affected Employee shall be entitled in respect of employment agreements and corporate policy pertaining to compensation payroll, severance pay, accrued vacation and similar obligations (the "Severance PayEmployment Losses") in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior relating to the termination of this Agreement any Affected Employee's employment with the Company or any of its subsidiaries as the a result of a breach hereof actions by Buyer or the CompanyCompany at or after the Closing; PROVIDED, Employee HOWEVER, that nothing in this Section 5.3 shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) be construed to cause any person other than Seller to be responsible for payment of any amounts which arise pursuant to the Bonus Amount, times employment agreement referred to in Section 4.5(ii) of the Disclosure Schedule and (ii) threeaffect Buyer's right in respect of Seller's representations, warranties and covenants. Such Deferred Compensation shall Seller agrees that all Employment Losses with respect to employees (other than Affected Employees) terminated from employment with the Company or any of its subsidiaries arising before the Closing Date will be prorated discharged in full to the extent required prior to the Closing Date; PROVIDED, HOWEVER, that Seller will indemnify Buyer from and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, against Employment Losses with respect to employees other than Affected Employees to the Options granted extent such Employment Losses are not either discharged prior to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestthe Closing Date or accrued on the Closing Statement of Company Business Net Worth.

Severance Pay. In the event of termination, Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) A. If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company TMS terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive severance pay pursuant to company policy or any additional salaryother severance pay or provision of TMS. B. If this Agreement terminates automatically due to Employee's death, bonus Employee's family representatives, estate, successors and assigns shall not be entitled to severance pay pursuant to company policy or benefits beyond those earned any other severance pay or accrued as provision of TMS. C. If TMS terminates this Agreement due to Employee's being on a disability lasting more than six (6) months, Employee shall not be entitled to severance pay pursuant to company policy or any other severance pay or provision of TMS. D. If this Agreement is terminated by TMS pursuant to subparagraph D of paragraph 7 above or by Employee pursuant to subparagraph E of paragraph 7 above, TMS shall pay Employee, within thirty days of the effective date of the termination of his employment; except thattermination, as severance, in lieu of any severance pay pursuant to company policy or any other severance pay or provision of TMS, an amount equal to the case greater of Employee's death or (1) the aggregate base salary with respect to a period equal to the remainder of the term of this Agreement which would have applied in the absence of any termination of this Agreement pursuant to Section 3.5 hereofsubparagraph D or E of paragraph 7 above, for a three year period commencing as or (2) one year's base salary (based in either case on the base salary in effect on the date of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date termination of this Agreement), and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee which amount shall be entitled to Severance Pay payable in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized either case in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Datea lump sum without discount; provided, however, that if Employee terminates this Agreement for Good Reason based on a reduction in base salary, then the base salary to be used for purposes of determining the amount of severance hereunder shall be the base salary in effect immediately prior to the termination of this Agreement as the result of a breach hereof by the Companysuch reduction. E. If Employee shall terminate employment with TMS without Good Reason, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall not be entitled to Deferred Compensation equal severance pay pursuant to the product company policy or any other severance pay or provision of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation TMS and no further compensation shall be prorated and due, owing or paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted by TMS to Employee pursuant except for those wages and other benefits, if any, that are due and owing to Section 2.4.1 hereof shall immediately and fully vestEmployee at the conclusion of the last day of Employee's employment.

Severance Pay. In Employee acknowledges that the event Severance Pay constitutes a monetary payment to the Employee to which Employee is not otherwise entitled under any Company plan, program, or prior agreement, and that any and all claims or potential claims Employee has (or may have) against the Company or any of termination, Employee the Releasees shall be entitled to compensation (resolved, settled, unconditionally and irrevocably waived and released on the "Severance Pay") in accordance with basis of the following: (a) If Employee's employment is terminated by reason Company’s payment of a disability, Employee shall be entitled to the Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been Employee. The Severance Pay will be paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of within thirty (i30) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach days after Employee’s execution of this Agreement by or the CompanySeparation Date (whichever is later), (ii) the Company terminates this Agreement for Cause, (iii) if by way of one check payable to Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant . The Parties agree to Section 3.5 hereof, Employee shall not be entitled bear their own costs and attorneys’ fees incurred in relation to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date ’s execution of this Agreement. Employee acknowledges and agrees that no representative of the Company has made any representations to Employee regarding the tax consequences of the Severance Pay. Employee agrees and understands that the Severance Pay will be subject to applicable state and federal withholdings, and will be reported to the Internal Revenue Service via an IRS Form W-2, and further agrees that Employee will pay any and all local, state or federal taxes which may be due by virtue of the Severance Pay. No voluntary deductions, such termination as 401(k), will be withheld from the Severance Pay. Employee understands that the Company is either (i) due under no obligation to a breach of offer, pay, or tender the Severance Pay unless and until Employee executes and signs this Agreement by and knowingly and voluntarily releases the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestclaims described herein.

Severance Pay. In (a) Notwithstanding any other provision of this Agreement, if the event Executive's employment is (or is deemed) terminated by the Company pursuant to Section 13(a): (i) the Company shall pay the Executive any accrued but unpaid Salary, prorated vacation, prorated cash bonus and any other amounts accrued but unpaid as of the date of termination; (ii) the Company shall pay the Executive a lump-sum severance payment equal to the Executive's then-current Salary; and (iii) the Company shall continue all medical, Employee dental and life, insurance benefits at no cost to the Executive for twelve (12) months, commencing on the date of the Executive's termination of employment (and the provision by the Company of any such group health benefits shall not be entitled considered continuation coverage pursuant to compensation section 4980B of the Internal Revenue Code of 1986, as amended (the "Severance PayCode") in accordance with ), and such continuation converge shall commence on the following: (a) If Employeedate that benefits provided hereunder cease). Other than as provided herein, if the Executive's employment is terminated by reason of a disabilitythe Company pursuant to Section 13(b) hereof, Employee the Company shall be entitled to Severance Pay in an amount equal pay to the amount of monthly Base Salary (at his then current Base Salary rate excluding Executive any increases that would have taken effect beyond the date of termination accrued but unpaid Salary, prorated vacation, prorated cash bonus and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date other amounts accrued but unpaid as of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee . Any benefit payable pursuant to this Section 15 shall be entitled to a pro rata amount of Deferred Compensation, equal paid to the product Executive in a lump-sum within thirty (30) days after the Executive's termination of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2employment. (b) If In the event that the Executive becomes entitled to any severance payments as provided herein, if it is determined that any such payments will be subject to the tax or any other similar state or local excise taxes (ithe "Excise Tax") Employee voluntarily terminates his employment imposed by section 4999 of the Code (other than due to a breach of this Agreement or any similar tax that may hereafter be imposed), the Company shall "gross up" such severance payments so that the amount received by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as Executive after payment of such termination, Employee or Employee's estate, as the case may be, Excise Tax shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that to which the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, Executive was entitled prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice application of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestExcise Tax.

Severance Pay. In the event of termination, The Employee shall not be entitled to any severance pay or other compensation (the "Severance Pay") in accordance with the followingupon termination of this employment hereunder except for: (ai) If Employee's employment is terminated by reason any portion of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly his Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond accrued but unpaid from the last monthly payment date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times ; (ii) expense reimbursements for expenses incurred in the product (the "Pro-Rata Period Amount") performance of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2.his duties hereunder prior to termination; and (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment with the Employer is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not Employer other than for Cause, Employer shall pay to Employee shall be entitled to Severance Pay in twelve equal installments an amount equal to the amount of Employee's then annual Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation plus an amount equal to the product monthly charge for participation under COBRA in the Employer's medical insurance plan ("the Monthly Payment") paid in arrears on the last day of each calendar month. For the purposes of this paragraph 2(b), the sale of substantially all the assets of the Company or the acquisition of substantially all the stock of the Company will be deemed to be a termination by the Employer other than for Cause. In addition to the foregoing, if, twelve months after Employee's termination other than for Cause, (I) the Employee is not employed on a full-time basis and (ii) the Employee has demonstrated to the Compensation Committee of the Board of Directors diligent pursuit of employment during the prior twelve months (including, but not limited to, providing written evidence of communications and expenses incurred in such pursuit and references with intermediaries who have been involved in pursuing employment Opportunities), UroMed shall continue to pay, on a month-to-month basis, the Monthly Payment for up to an additional six months provided that at the end of each month the Employee continues to demonstrate satisfactory evidence of (i) the Bonus Amount, times and (ii) threeabove. Such Deferred Compensation Employer shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Furthernot make any such additional payments if, subsequent to termination, the Options granted Employee has engaged performed or otherwise engaged in consulting work that has resulted in payments (or accrued payments) to Employee pursuant him or his affiliates or more than $10,000, subsequent to Section 2.4.1 hereof shall immediately and fully vesttermination or has participated as a director, officer, founder or owner of more than 5% of the equity of any company in which he did not participate prior to termination.

Severance Pay. In (a) During the event Term of terminationEmployment, if the Company terminates Employee's employment for reasons other than those set forth in Paragraph 11 of this Agreement, the Company shall continue to pay Employee his base salary (as set forth in Paragraph 5) for the period remaining in the Term of Employment. Employee shall also be entitled to payment of Severance Pay under paragraph 12(c). During the Term of Employment, if the Company terminates Employee's employment for the reasons set forth in Paragraph 11, then the Company shall have no obligation to continue to pay Employee his base salary (as set forth in Paragraph 5) or other payments, benefits or consideration under this Employment Agreement for the period remaining in the Term of Employment, but Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason payment of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"under paragraph 12(c), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) with the Company terminates this Agreement for Causeduring the Term of Employment, (iii) if Employee's employment is terminated by reason then beginning on the date of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereofsuch termination of employment, Employee shall not be entitled to receive any additional salarycontinuing salary payments, bonus benefits or benefits beyond those earned or accrued other payments whatsoever under this Agreement, except for eligibility for COBRA continuation coverage as of governed by the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2Consolidated Omnibus Budget Reconciliation Act. (c) If During the Term of Employment, if the Company terminates Employee's employment hereunder for any reason, including death, disability, or for cause, he shall receive severance pay as follows: (i) For the period commencing the date of execution of Employment Agreement to January 31, 2008: Employee shall receive severance pay equal to $1,654,840.00 representing 1.1 times his current annual compensation including sign-on bonus if his employment is terminated prior for any reason other than voluntary resignation during this period. (ii) For the period February 1, 2008 through June 30, 2008: Employee shall receive $1,311,440.00 representing 2.6 times his then current annual compensation excluding bonuses if his employment is terminated for any reason other than voluntary resignation during this period. (iii) For the period July 1, 2008 through January 31, 2009: Employee shall receive $419,660.00 representing 0.80 times his then current annual compensation excluding bonuses if his employment is terminated for any reason other than voluntary resignation during this period. (iv) After January 31, 2009, Employee shall no longer be eligible for any severance pay or severance benefits. The severance payments set forth in this Paragraph 12(c) shall be in lieu of the Normal Severance Pay and Enhanced Severance Pay otherwise provided in GAFMC's Severance Pay Plan for Full-Time Salaried Employees. Employee's receipt of severance pay as set forth in this Paragraph 12(c) shall be subject to Employee's execution (without revocation) of the Expiration Date Company's standard Separation Agreement and General Release and subject to GAFMC's Severance Pay Plan for Full-Time Salaried Employees in all other respects, including execution of a general release in the form provided by the Company. (d) The severance pay provisions set forth in this Paragraph 12 fully supersede any other agreements or understandings regarding severance pay and except as expressly set forth in this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall not be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time severance or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the post-termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestpay.

Severance Pay. In the event (i) Upon "Involuntary Termination" of terminationhis employment (as defined in subsections (ii) and (iii) below), Employee shall will be entitled to compensation (the "Severance Pay") severance pay in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of one (1) year's "base salary" in not less than twelve equal monthly Base Salary installments (at his then current Base Salary rate excluding any increases that would have taken effect beyond subject to all applicable tax and other deductions), with the first installment being due 15 days after the date of termination and any bonus with the following installments due no later than monthly thereafter on Company's then regular payroll dates. Upon "Involuntary Termination" of his employment (as defined in subsections (ii) and noncash benefits(iii) below, Company also will pay (or reimburse Employee for) the Employee would have earned health insurance premiums for the three month period subsequent to medical and dental insurance coverage maintained by Company at the effective date time of termination, payable at such time or times as would have been paid to termination for Employee had he remained employed by the Company. In addition, and his eligible dependents for a three period of one year period commencing on after the date of termination, provided that, Company's obligations for such payments shall cease immediately if Employee becomes (and remains) covered under the medical and dental insurance plan of another employer with coverages and benefits comparable to those provided under Company's plans and the premiums for which are paid in full by such other employer. In the event such benefits provided by the other employer shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee cease at any time during the twelve months immediately preceding one-year period following Employee's termination from Company, Company's obligations for payment or reimbursement of premiums under this subsection shall resume for the date remainder of such termination (the "Bonus Amount"), times (ii) the product (the "Proone-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixtyyear period. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof Upon request by the Company, Employee will sign a release of claims against Company and its affiliates as a condition of receiving severance pay, payment or reimbursement of insurance premiums, or any other benefits or payments provided in Section 6(b) of this Agreement. If Employee's employment shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, end for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (iany reason(s) the Bonus Amount, times other than those described in subsections (ii) three. Such Deferred Compensation and (iii), below, as "Involuntary Termination," Employee shall be prorated only receive pay and paid over a three year term benefits which Employee earned as if it were Deferred Compensation under Section 2.2. Further, of the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestdate of termination.

Severance Pay. In (a) During the event Term of terminationEmployment, if the Company terminates Employee's employment for reasons other than those set forth in Paragraph 11 of this Agreement, the Company shall continue to pay Employee his base salary (as set forth in Paragraph 5) for the period remaining in the Term of Employment. Employee shall also be entitled to payment of Severance Pay under paragraph 12(c). During the Term of Employment, if the Company terminates Employee's employment for the reasons set forth in Paragraph 11, then the Company shall have no obligation to continue to pay Employee his base salary (as set forth in Paragraph 5) or other payments, benefits or consideration under this Employment Agreement for the period remaining in the Term of Employment, but Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason payment of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"under paragraph 12(c), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) with the Company terminates this Agreement for Causeduring the Term of Employment, (iii) if Employee's employment is terminated by reason then beginning on the date of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereofsuch termination of employment, Employee shall not be entitled to receive any additional salarycontinuing salary payments, bonus benefits or benefits beyond those earned or accrued other payments whatsoever under this Agreement, except for eligibility for COBRA continuation coverage as of governed by the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2Consolidated Omnibus Budget Reconciliation Act. (c) If During the Term of Employment, if the Company terminates Employee's employment hereunder for any reason, including death, disability, or for cause, he shall receive severance pay as follows: (i) For the period commencing the date of execution of Employment Agreement to June 30, 2008: Employee shall receive severance pay equal to $550,000.00 representing 2 times his current annual base compensation excluding bonuses if his employment is terminated prior for any reason other than voluntary resignation during this period. (ii) For the period July 1, 2008 through June 30, 2009: Employee shall receive $283,250.00 representing 1 times his then current annual compensation excluding bonuses if his employment is terminated for any reason other than voluntary resignation during this period. (iii) After July 1, 2009, Employee shall no longer be eligible for any severance pay or severance benefits. The severance payments set forth in this Paragraph 12(c) shall be in lieu of the Normal Severance Pay and Enhanced Severance Pay otherwise provided in GAFMC's Severance Pay Plan for Full-Time Salaried Employees. Employee's receipt of severance pay as set forth in this Paragraph 12(c) shall be subject to Employee's execution (without revocation) of the Expiration Date Company's standard Separation Agreement and General Release and subject to GAFMC's Severance Pay Plan for Full-Time Salaried Employees in all other respects, including execution of a general release in the form provided by the Company. (d) The severance pay provisions set forth in this Paragraph 12 fully supersede any other agreements or understandings regarding severance pay and except as expressly set forth in this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall not be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time severance or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the post-termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestpay.

Severance Pay. In the event that the Company terminates the Executive's employment for other than just cause or disability within two years of a Change in Control or the Executive terminates his employment due to a Constructive Discharge within two years of a Change in Control, the Company agrees to pay the Executive in one lump sum payment within 10 days of the termination of employment, the sum of three years Base Salary and three years annual bonus (calculated based on the average of the last three year's bonus award, but using In the event of terminationa Change in Control, Employee all outstanding and unvested options shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee deemed vested and shall be entitled to Severance Pay exercisable in an amount equal whole or in part immediately prior to the amount consummation of monthly Base Salary the Change in Control transaction. In the event that the Company is obligated to pay the Executive under this Section 4 after a Change in Control, all outstanding options previously awarded to the Executive will, to the extent not already vested, vest immediately and the Executive shall have the lesser of (at i) 365 days or (ii) the remaining Option Term to exercise any or all of his then current Base Salary rate excluding any increases that vested options. Notwithstanding the foregoing, unless otherwise agreed to a separate written agreement, if the vesting of options pursuant to this paragraph would have taken effect beyond prevent the use of the pooling of interests method of accounting in connection with a Change in Control, the vesting shall be cancelled. In addition to the payments required to be made hereunder, the salary otherwise payable to and earned by the Executive to the date of termination shall be prorated to the date of termination. The prorated salary, together with an incentive bonus calculated as if the Executive had fully met his annual performance target for the year in which the date of termination occurs, prorated to the date of termination and any the then outstanding balance in the Executive's EVA bonus bank, if any, shall become due and noncash benefits) payable within ten days after the Employee would have earned for the three month period subsequent to the effective date of termination. As expeditiously as possible after the termination, payable at such time the Company shall pay or times as would have been paid reimburse the Executive for all reasonable business expenses incurred prior to Employee had he remained employed by the Companytermination. In addition, for a three year the Company shall continue to provide the Executive with medical, dental and health benefits (but not life or disability insurance) during the eighteen month period commencing on from the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by at the Company)'s expense, (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary provided that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at Executive continues to pay all employee contributions for such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vesthealth coverage.

Severance Pay. (a) In the event that the Employee's employment under this Agreement is terminated pursuant to the provisions of terminationSection 5(b) or 5(d), or if the employee's Employment Period is not renewed by the Company pursuant to Section 2, as severance pay the Employee shall be paid a total of $500,000. Such severance pay shall be paid in a lump sum to an escrow account at a bank designated by the Company, and thereafter shall be paid to the Employee in eight equal installments on the last business day of each of the eight fiscal quarters following the fiscal quarter during which Employee's employment is terminated, beginning with such fiscal quarter; provided that the escrow agreement will provide that all payments of Employee's severance pay will cease if Employee breaches any of the provisions of Section 7 of this Agreement. Employee shall also be entitled to compensation continued eligibility to participate in all health, medical and dental benefit plans of the Company for which Employee was eligible immediately prior to the effective time of the termination of Employee's employment, or comparable coverage, for two years, or, if sooner, until comparable health insurance coverage is available to Employee in connection with subsequent employment or self-employment. In addition, the termination of the Employee's employment shall not accelerate vesting of any unvested Options or Stock Appreciation Rights (as such terms are defined in the "Severance Pay"1999 Management Incentive Plan) held by the Employee. (b) In the event that the Employee's employment under this Agreement is terminated upon the death or disability of the Employee, then the Employee will not be entitled to the severance benefits set forth in Section 6(a); however, the Company will pay to the Employee or the Employee's spouse (if she is then living) the Employee's then-current Base Salary in accordance with the following: (a) If EmployeeCompany's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to normal pay practices until the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product earlier of (i) the amount end of Incentive Bonus Plan compensation payable the sixth calendar month following Employee's termination of active service, or (ii) such time as the Employee's spouse (or a trust for her benefit) has received proceeds from the life or disability insurance policy, as the case may be, described in Section 4(e). Any Base Salary paid after the death or disability of the Employee pursuant to clause (i) above shall be repaid to the Company upon the receipt of the insurance proceeds described in clause (ii) by the Employee's spouse (or by a trust for her benefit). The Company shall also pay to Employee or Employee's spouse the pro rata portion of Employee's bonus for the year during which the twelve months immediately preceding death or disability of the employee occurs which payment shall not be subject to repayment. As of the date of the death or disability of Employee, all benefits for the Employee pursuant to section 4(c), (d) and (e) of this Agreement shall cease. Options and Stock Appreciation Rights (as such terms are defined in the Company's 1999 Management Incentive Plan) held by the Employee shall expire on the dates upon which such Options and Stock Appreciation Rights would have expired had it not been for the termination of Employee's employment or service. The Employee shall have the right to exercise such Options and Stock Appreciation Rights prior to such expiration to the extent such were exercisable at the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fractionemployment or service and shall not have been exercised. In addition, the numerator termination of which is the total number Employee's employment shall not accelerate vesting of months in which Employee shall have been employed under this Agreement, and any unvested Options or Stock Appreciation Rights held by the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2Employee. (bc) If (i) the Employee voluntarily terminates his employment (other than due pursuant to a breach of this Agreement by Section 5(a) and continues to provide services to the Company), (ii) or if the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) Employment under this Agreement is terminated pursuant to Section 3.5 hereof5(c), the Company shall continue to pay the Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of his then- current Base Salary in equal monthly installments until the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by active service with the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that if the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee resigns pursuant to Section 2.4.1 hereof shall immediately and fully vest.to

Severance Pay. In the event of termination, Employee shall be entitled to compensation (the "Severance Pay"1) in accordance with the following: (a) If Employee's An eligible employee whose employment is terminated by reason because of a disability, Employee plant closing shall be entitled to Severance Pay in a lump sum, for which he/she is eligible as described below and the full vacation allowance for which he/she might have qualified for the calendar year in which his/her employment is terminated and any other accumulated allowances due him/her, provided that after the announcement of intent to close the plant he/she: (i) continues regularly at work at the closing location until the specific date of his/her termination, or (ii) fails to continue regularly at work until the specific date of his/her termination due to verified personal illness, leave of absence, or layoff. (2) An eligible employee will be similarly eligible for severance pay and his/her full vacation allowance if he/she was laid off or was placed on an amount equal approved illness or injury absence prior to the amount Company's announcement of monthly Base Salary intent to close a plant and continues on layoff, with protected service, or on illness or injury absence with protected service, until the location's plant closing date. (at his then current Base Salary rate excluding 3) Also eligible for Severance Pay under this Section 2 (b) are former employees of a closed location who in the period from 18 months to 12 months prior to the location's plant closing date were laid off and who broke service prior to such date. Except as provided in this paragraph, such former employees are ineligible for any increases other benefits payable to active employees affected by a plant closing. The payment of Severance Pay as described herein shall not serve to restore service or otherwise affect the benefit status of such former employees. (4) Such employee may request that would have taken effect beyond the his/her date of termination be advanced so that he/she can accept other employment and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee local management shall have been employed under this Agreementunilateral discretion to grant such a request, and the denominator of which is sixty. Such Deferred Compensation provided that such request shall not be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2unreasonably denied. (b5) If (i) Employee voluntarily terminates his employment (other than due to a breach Notwithstanding the provisions of this Agreement Section 2, an employee who is affected by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case plant closing may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, howeverelect, prior to the specific date of his/her termination for plant closing, to be placed on lack of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breachwork status. In additionsuch event, for a period the employee will be paid benefits under Section 4 below, in lieu of three years commencing as any and all of such termination, Employee shall be entitled to Deferred Compensation equal to the product benefits set forth in this Section 2. (6) Computation of Severance Pay (i) An employee with one or more but less than fifteen years of continuous service will, in accordance with the Bonus Amountprovisions set forth above, times be eligible for Severance Pay computed on the basis of one and one-half week's pay for each of the employee's full years of continuous service plus 3/8 of a week's pay for each additional three months of continuous service at the time of termination; provided that the amount of the Severance Pay benefit as computed under this paragraph shall be subject to a minimum benefit equal to four weeks’ pay. (ii) three. Such Deferred Compensation shall An employee with fifteen or more years of continuous service will, in accordance with the provisions set forth above, be prorated and paid over eligible for Severance Pay computed on the basis of two week's pay for each of the employee's full years of continuous service plus one- half of a week's pay for each additional three year term as if it were Deferred Compensation under Section 2.2. Further, months of continuous service at the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vesttime of termination.

Severance Pay. In i) If, during the event term of terminationthis Agreement, the Company terminates the Employee’s Employment (including through “Constructive Termination” as defined below) for any reason other than Cause or Permanent Disability, then the Company shall pay the Employee her Base Compensation for a period of nine (9) months following the termination of her Employment (the “Base Continuation Period”) and shall accelerate the vesting of any outstanding stock options or other vesting equity instruments such that the Employee will become vested in an additional number of shares subject to such stock options, as if the Employee provided another six (6) months of service with the Company. Such Base Compensation shall be entitled to compensation (paid at the "Severance Pay") rate in effect at the time of the termination of Employment and in accordance with the following:Company’s standard payroll procedures ii) If, within sixteen (16) months following a Change of Control (where Change of Control means (a) If a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such merger or consolidation, or (b) the sale or disposition by the Company of all or substantially all the Company’s assets) and the Company terminates the Employee's employment is terminated by ’s Employment (including through “Constructive Termination” as defined below) for any reason other than Cause or Permanent Disability, then, subject to the “Parachute Payment” provisions as set forth on Schedule C hereto, the Company shall pay the Employee her Base Compensation for a period of a disabilitytwelve (12) months following the termination of her Employment (the “Change of Control Continuation Period”), and shall accelerate the vesting of any outstanding stock options or other equity instruments such that the Employee shall be entitled to Severance Pay will become vested in an amount equal additional number of shares subject to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) such stock options or other equity instruments, as if the Employee would have earned for provided the three month period subsequent to greater of either (A) another six (6) months of service with the effective date Company or (B) 50% of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixtyremaining unvested shares. Such Deferred Base Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by at the Company), (ii) rate in effect at the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date time of the termination of his employment; except that, Employment and in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by accordance with the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable ’s standard payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestprocedures.

Severance Pay. In the event of terminationtermination and in exchange for entering into a General Release of Claims and Settlement Agreement with the Company, Employee shall be entitled to compensation equal to six (6) months of Base Pay and continuation of any health care insurance for a period of six (6) months (collectively, the "Severance PayBenefits") ), in accordance with the following: (a) If this Agreement is terminated by the Company prior to the expiration of the Term of this Agreement and such termination is not for Cause (as defined below), Employee shall be entitled to Severance Benefits, payable in accordance with the Company's normal and customary policies. (b) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of terminationBenefits, payable at such time or times as would have been paid to Employee had he remained employed by in accordance with the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, 's normal and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2customary policies. (bc) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company)her employment, (ii) the Company terminates this Agreement for Cause, or (iii) if Employee's employment is terminated by reason of his her death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his her employment; except that, in the case of Employee's death or termination . (d) For purposes of this Agreement pursuant to Section 3.5 hereofAgreement, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of "Cause" means (i) Employee's repeated material neglect of her duties on a general basis (other than as a result of illness or disability), notwithstanding the Bonus Amountexpiration of a thirty (30) day cure period, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior commission by Employee of any acti of fraud, theft or criminal dishonesty with respect to the Expiration Date Company or any of its subsidiaries or affiliates, or the conviction of Employee of any felony, (iii) the commission of any act involvin gmoral turpitude which (A) brings the Company or any of its affiliates into public disrepute or disgrace, or (B) causes material injury to the customer relations, operations or the business prospects of the Company or any of its affiliates, and (iv) any material breach by Employee of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In (a) As used herein, the event term Severance Pay means the sum of termination, Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (ai) If EmployeeThree times Executive's employment is terminated average annual compensation from the Holding Company, the Bank or their affiliates for the three preceding taxable years or such lesser number of years in the event that Executive shall have actually been employed by reason the Holding Company or the Bank for less than three years. In determining Executive's average annual compensation, annual compensation shall include Base Salary and any other taxable income, including but not limited to amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses (whether paid or accrued for the applicable period), as well as, severance payments, retirement benefits, director or committee fees and fringe benefits paid or to be paid to Executive or paid for Executive's benefit during any such year, profit sharing, employee stock ownership plan and other retirement contributions or benefits, including any tax-qualified plan or arrangement (whether or not taxable) made or accrued on behalf of Executive for such year; (ii) The value, as calculated by a disabilityrecognized firm customarily performing such valuation, Employee shall be entitled of any stock options which as of the Date of Termination or Change in Control, have been granted to Severance Pay Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination. (iii) To the extent not paid or payable to him under any other provision of this Agreement or otherwise, an amount equal to benefits due him under or contributed by the amount Bank or the Holding Company on his behalf pursuant to any retirement, incentive, profit sharing or other retirement, bonus, performance, disability or other employee benefit plan maintained by the Holding Company or the Bank on Executive's behalf. For purposes of monthly Base Salary (at determining his then current Base Salary rate excluding vested benefit, accrued or otherwise, Executive shall be credited either under any increases plan maintained by the Bank or, if not permitted under such plan, under a separate arrangement, with the additional "years of service" that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee he would have earned for vesting and benefit accrual purposes for the three month period subsequent remaining term of the Agreement had his employment not terminated prior to February 28, 2007. (iv) To the extent that the Company is providing any life, medical, health, disability or dental insurance plan or arrangement in which Executive participates on the "Date of Termination"(each being a "Welfare Plan"), Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the effective date same premium contributions on the part of terminationExecutive as were required immediately prior to the Change in Control or Event of Termination until the earlier of (i) his death (ii) his employment by another employer other than one of which he is the majority owner or (iii) the fourth anniversary of the Date of Termination or Change in Control, payable at whichever is applicable. In the event Executive's participation in any such time plan or times as program is barred, the Holding Company shall arrange to provide Executive and his dependents with benefits substantially similar to those of which Executive and his dependents would otherwise have been paid entitled to Employee had he remained employed receive under such plans and programs from which their continued participation is barred or provide their economic equivalent. (v) The use or provision of any membership, license, automobile use, or other perquisites shall be continued for four years after, and on the same financial terms and obligations as were in place immediately prior, to the Change in Control or Date of Termination, whichever is applicable. To the extent that any item referred to in this paragraph will, at the end of the term of this Agreement, no longer be available to Executive, Executive will have the option to purchase all rights then held by the Company. In addition, Holding Company or the Bank to such item for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, price equal to the product then fair market value of the item. (b) The Severance Pay amounts set forth in (i), (ii), and (iii) shall be paid in equal monthly installments during the thirty-six months following Executive's termination. (c) Notwithstanding Section 5, for any taxable year in which Executive shall be liable, as determined for the payment of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision thereto), with respect to any payment in the nature of the compensation made by the Holding Company or the Bank to (or for the benefit of) Executive pursuant to this Agreement or otherwise, the Holding Company shall pay to Executive an amount determined under the following formula: An amount equal to: (E x P) + X WHERE: X = E x P ----------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E [+M + PO]] E = the rate at which the excise tax is assessed under Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section; FI = the highest marginal rate of federal income, employment, and other taxes (other than taxes imposed under Section 4999 of the Code) applicable to Executive for the taxable year in question; and SLI = the sum of the highest marginal rates of income and payroll tax applicable to Executive under applicable state and local laws for the taxable year in question; and M = highest marginal rate of Medicare tax; and PO = adjustment for phase out of or loss of deduction, personal exemption or similar items With respect to any payment in the nature of compensation that is made to (or for the benefit of) Executive under the terms of this Section or otherwise and on which an excise tax under Section 4999 of the Code will be assessed, the payment determined under Section 5 shall be made to Executive on the earliest of (i) the amount of Incentive Bonus Plan compensation payable or paid date the Holding Company is required to Employee during the twelve months immediately preceding the date of withhold such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company)tax, (ii) the Company terminates this Agreement for Causedate the tax is required to be paid by Executive, or (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as at the time of the effective date Change in Control. It is the intention of the termination parties that the Holding Company provide Executive with a full tax gross-up under the provisions of his employment; except thatthis Section, so that on a net after-tax basis, the result to Executive shall be the same as if the excise tax under Section 4999 (or any successor provisions) of the Code had not been imposed. The tax gross-up may be adjusted if alternative minimum tax rules are applicable to Executive. Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which Executive is party that the excess parachute payment as defined in Section 4999 of the Code, reduced as described above, is more than the amount determined as "P," above (such greater amount being hereafter referred to as the "Determinative Excess Parachute Payment") then the Holding Company's independent accountants shall determine the amount (the "Adjustment Amount") the Holding Company must pay to Executive, in order to put Executive (or the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estateHolding Company, as the case may be) in the same position as Executive (or the Holding Company, shall be entitled to a pro rata as the case may be) would have been if the amount of Deferred Compensation determined as "P" above had been equal to the product of (i) Determinative Excess Parachute Payment. In determining the Bonus Adjustment Amount, times the independent accountants shall take into account any and all taxes (iiincluding any penalties and interest) paid by or for Executive or refunded to Executive or for Executive's benefit. As soon as practicable after the Pro Rata Period AmountAdjustment Amount has been so determined, the Holding Company shall pay the Adjustment Amount to Executive. Such Deferred Compensation In each calendar year that Executive receives payments or benefits under this Agreement, Executive shall be prorated report on his state and paid over federal income tax returns such information as is consistent with the determination made by the independent accountants of the Holding Company as described above. The Holding Company shall indemnify and hold Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorney's fees, interest, fines and penalties) which Executive incurs as a three year term as if it were Deferred Compensation result of reporting such information. Executive shall promptly notify the Holding Company in writing whenever Executive receives notice of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 2.24999 of the Code of any amount paid or payable under this Agreement is being reviewed or is in dispute. The Holding Company shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this contract) and Executive shall cooperate fully with the Holding Company in any such proceeding. Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Holding Company may have in connection therewith without prior consent of the Holding Company. (cd) If Employee's employment hereunder is terminated prior to Except for compensation and benefits received by Executive from financial institution entities within the Expiration Date of this Agreement, and such thirty-six month period following his termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay shall not be reduced in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any event Executive obtains other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestemployment.

Severance Pay. (a) In the event that the Employee's employment under this Agreement is terminated pursuant to the provisions of terminationSection 5(b) or 5(d), or if the employee's Employment Period is not renewed by the Company pursuant to Section 2, as severance pay the Employee shall be paid the greater of (i) 200% of (A) the Employee's then-current Base Salary plus (B) the Employee's most recently paid bonus at the date of Employee's termination and (ii) $1,400,000. Such severance pay shall be paid in a lump sum to an escrow account at a bank designated by the Company, and thereafter shall be paid to the Employee in eight equal installments on the last business day of each of the eight fiscal quarters following the quarter during which Employee's employment is terminated, beginning with such fiscal quarter; provided that the escrow agreement will provide that all payments of Employee's severance pay will cease if Employee breaches any of the provisions of Section 7 of this Agreement. Employee shall also be entitled to compensation continued eligibility to participate in all health, medical and dental benefit plans of the Company for which Employee was eligible immediately prior to the effective time of the termination of Employee's employment, or comparable coverage, for two years, or, if sooner, until comparable health insurance coverage is available to Employee in connection with subsequent employment or self-employment. In addition, the termination of the Employee's employment shall not accelerate the vesting of unvested Options or Stock Appreciation Rights (as such terms are defined in the "Severance Pay"1999 Management Incentive Plan) held by the Employee (if any). (b) In the event that the Employee's employment under this Agreement is terminated upon the death or disability of the Employee, then the Employee will not be entitled to the severance benefits set forth in Section 6(a); however, the Company will pay to the Employee or the Employee's spouse (if she is then living) the Employee's then-current Base Salary in accordance with the following: (a) If EmployeeCompany's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to normal pay practices until the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product earlier of (i) the amount end of Incentive Bonus Plan compensation payable the sixth calendar month following Employee's termination of active service, or (ii) such time as the Employee's spouse (or a trust for her benefit) has received proceeds from the insurance policy described in Section 4(e)(i). Any Base Salary paid after the death or disability of the Employee pursuant to clause (i) above shall be repaid to the Company upon the receipt of the insurance proceeds described in clause (ii) by the Employee's spouse (or by a trust for her benefit). The Company shall also pay to Employee or Employee's spouse the pro rata portion of Employee's bonus for the year during which the twelve months immediately preceding death or disability of the employee occurs which payment shall not be subject to repayment. As of the date of the death or disability of Employee, all benefits for the Employee pursuant to section 4(c), (d) and (e) of this Agreement shall cease. Options and Stock Appreciation Rights held by the Employee (if any) shall expire on the dates upon which such Option and Stock Appreciation Rights would have expired had it not been for the termination of Employee's employment or service. The Employee shall have the right to exercise such Options and Stock Appreciation Rights prior to such expiration to the extent such were exercisable at the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fractionemployment or service and shall not have been exercised. In addition, the numerator termination of which is the total number Employee's employment shall not accelerate the vesting of months in which any unvested Options or Stock Appreciation Rights held by the Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as (if it were Deferred Compensation under Section 2.2any). (bc) If (i) the Employee voluntarily terminates his employment (other than due pursuant to a breach of this Agreement by Section 5(a) and continues to provide services to the Company), (ii) or if the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) under this Agreement is terminated pursuant to Section 3.5 hereof5(c), the Company shall continue to pay the Employee shall not be entitled his then-current Base Salary in equal monthly installments until the termination of his active service with the Company if the Employee resigns pursuant to receive any additional salarySection 5(a), bonus or benefits beyond those earned or accrued as until the date of his termination if the Employee's employment is terminated pursuant to Section 5(c). As of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee 5(a) or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause5(c), Employee shall be entitled to Severance Pay in an amount equal no bonus or benefits pursuant to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Datethis Agreement, less applicable payroll deductions (and any other deductions authorized in writing by the Employee)'s right to exercise an Option or a Stock Appreciation Right (if any) shall terminate, payable at and such time Option or times as would have been paid to Employee had he remained employed by Stock Appreciation Right shall expire, on the Company through the Expiration Date; provided, however, prior to the day of such termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breachemployment or service. In addition, for the Company or its designee shall have the right to purchase all or a period portion of three years commencing the vested Options and/or Shares (as defined in the 1999 Management Incentive Plan) acquired upon the exercise of such termination, Options (if any) by the Employee shall be entitled to Deferred Compensation at a per share price equal to the product lower of (i) the Bonus Amount, times price paid by Employee for such Shares which have been issued or which are issuable under vested but unexercised Options and (ii) threethe fair market value (as determined in accordance with Section 2.07 of the Investors Agreement dated as of April 1999 by and between the Company and the several Shareholders (as defined therein) from time to time parties thereto) of such Shares which have been issued or which are issuable under vested but unexercised Options on the date of purchase, less the exercise price in the case of vested Options. Such Deferred Compensation The Company or its designee shall be prorated also have the right to purchase all or a portion of any other Shares previously purchased by the Employee (if any), at a per share price equal to the fair market value (as determined in accordance with Section 2.07 of the Investors Agreement dated as of April 1999 by and paid over a three year term between the Company and the several Shareholders (as if it were Deferred Compensation defined therein) from time to time parties thereto) of the Shares on the date of purchase by the Company. If the Company elects to exercise its right under this Section 2.2. Further6(c), the Options granted Company shall deliver written notice (a "Purchase Notice") to the Employee pursuant to such effect within 30 days of a termination of Employee's employment. For purposes of this Section 2.4.1 hereof 6(c), the "date of purchase" shall immediately mean the third business day following the receipt of notice by the Employee that the purchase right is to be exercised. Payment of the purchase price may be made in cash or by certified check; provided that if the terms of any agreement to which the Company is a party, or any of the indentures governing any debt securities issued by the Company or any of its subsidiaries would prohibit the Company from effecting such payment, payment may be effected through a promissory note having such commercially reasonable terms and fully vestinterest rate as may be determined by the Company it is reasonable discretion, provided that in any event such note shall become due at such time as the prohibitions described above shall lapse.

Severance Pay. In Notwithstanding the event provisions of terminationArticle (Severance Pay), Employee where the period of continuous employment in respect of which severance benefit is to be paid consists of both full-time and part-time employment or varying levels of part-time employment, the benefit shall be entitled to compensation (calculated as follows: the "Severance Pay") in accordance with the following: (a) If Employee's period of continuous employment is terminated by reason of a disability, Employee eligible for severance pay shall be entitled established and the part-time portions shall be consolidated to Severance Pay equivalent full-time. The equivalent full-time period in an amount equal to completed years shall be multiplied by the amount full-time weekly rate of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned pay for the three month period subsequent to classification prescribed in the effective date employee's certificate of termination, payable at such time or times as would have been paid to Employee had he remained employed by appointment of the Company. In addition, for a three year period commencing employee's substan- tive position on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except thatthe employee's employment to provide the severance pay benefit ARTICLE AGREEMENT RE-OPENER This Agreement may be amended by mutual Agreements concluded by the National Joint of the Public Service on items which may be included in a collective agreement, in and which the case of Employee's death or termination parties to this agreement have endorsed after December will form part of this Agreement pursuant collective agreement, subject to Section 3.5 hereof, for a three year period commencing as of such termination, Employee the Public Service Staff Relations Act and any legislation by Parliament that has been or Employee's estatemay be, as the case may be, established pursuant to any Act specified in Schedule of the items which may be included in a collective agreement are those items which the parties to the agreements have designated as such or upon which the Chairman of the Public Service Staff Relations Board has made a ruling pursuant to clause of the of Understanding which became effective December ARTICLE DISCIPLINE The Employer agrees not to introduce as evidence in a hearing relating to disciplinary action any document from the file of an employee, the existence of which the employee was not aware at the time of filing or within a reasonable period thereafter. Notice of disciplinary action which may have been placed on the personnel file of an employee shall be entitled to a pro rata amount of Deferred Compensation equal to destroyed after two (2) years have elapsed since the product of (i) disciplinary action was taken provided that no further disciplinary action was taken during the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three said two year term as if it were Deferred Compensation under Section 2.2period. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In (a) If (i) the event Company terminates the employment of terminationthe Employee without Cause, or (ii) the Employee terminates his employment for Good Reason, the Employee shall be entitled to compensation receive Base Salary until six (6) months following the Termination Date, or until such time as the Employee has obtained new employment at an annual salary equal to or greater than ninety percent (90%) of Employee's Base Salary hereunder, whichever comes first (such payment after the Termination Date is referred to as "Severance Pay") ). During this time, the Employee agrees to make a good faith effort to find new employment. The Severance Pay outlined above shall be paid in accordance with the following: (a) If Company's regular payroll schedule in effect at the time that Severance Pay is due. In addition, if Employee's employment is terminated by reason the Company without Cause (as defined below), any and all options granted by the Company or any of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid its subsidiaries to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee in connection with his employment shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, vest and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2become exercisable. (b) If (i) the Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company)for Good Reason, or (ii) the Employee is terminated by the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, then the Employee shall not be entitled to receive Base Salary (excluding any additional salaryaccrued vacation) through the Termination Date only, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, and no other compensation shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2payable. (c) If the Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by death or Disability, the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal receive Base Salary and accrued vacation through the Termination Date only, and no other compensation shall be payable. (d) In addition to the amount provisions of Base Salary that the Employee would have earned between the effective date of termination through the Expiration DateSection 6.2(a) and 6.2(b) hereof, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by extent COBRA shall be applicable to the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, the Employee shall be entitled to Deferred Compensation equal to continuation of group health plan benefits for such period as may then be required by law if the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.Employee

Severance Pay. In (i) If Executive’s employment is terminated pursuant to Sections 7(c) or 7(d) above, subject to the event terms and conditions in this Agreement and a release and waiver agreement in substantially the form attached as Exhibit B hereto but subject to such modifications as the Company may determine are necessary or prudent to promote the enforceability of terminationsuch release and waiver agreement (the “Release Agreement”), Employee and further provided that Executive has been and remains in compliance with his obligations as set forth in this Agreement and the Release Agreement, Executive shall be entitled to compensation receive an amount equal to the sum of the following amounts (collectively, the "“Severance Pay"Payment”): (A) any earned but unpaid Bonus for the year prior to the year of termination; (B) an amount equal to the pro rata portion of the Bonus for the year in which the termination or resignation occurs, based on the actual achievement of performance goals and payable in accordance with the following:Company’s customary bonus practices, but in no event later than March 15th of the year following the year in which termination occurs; (aC) If Employee's employment is terminated an amount equal to the Base Salary in effect for the year of termination or resignation; and (D) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for Executive and his dependents at the time of such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by reason the Company), from the date of termination or resignation until the earlier to occur of (1) one year from the date of termination or (2) the date Executive becomes eligible for comparable benefits provided by a disabilitythird party (in either case, Employee the “Continuation Period”); provided, however, that the continuation of such benefits shall be entitled subject to Severance Pay the respective terms of the applicable plan, as in effect from time to time, if applicable the provisions under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), and the timely payment by Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. Notwithstanding the previous sentence, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his and his covered dependents’ group health coverage in effect on the Date of Termination (which amount shall be based on the premium for the first month of monthly Base Salary (at his then current Base Salary rate excluding any increases that COBRA coverage), less the amount the Executive would have taken had to pay to receive group health coverage for himself and his covered dependents based on the cost sharing levels in effect beyond on the Date of Termination, which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the month following the later of the: (i) month in which the Date of Termination occurs; or (ii) month such determination is made, and shall end on the earlier of (x) the date upon which Executive obtains other employment or (y) the last day of the 12th calendar month following the month in which the Date of Termination occurs. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred. (ii) Subject to compliance with the rules set forth in Section 15 below, the Severance Payment shall be paid in a lump sum on the first business day of the third calendar month following the calendar month in which termination by the Company without Cause or resignation by Executive for Good Reason is effective (or, in the event of Executive’s death after the date of Executive’s termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent or resignation but prior to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of terminationpayment, Employee to Executive’s estate or beneficiary, as applicable). In the event of Executive’s death during but prior to the end of the Continuation Period, the Company will continue to pay the employer portion of the costs of continued health coverage for Executive’s spouse and dependents in accordance with the terms of Section 7(f)(i)(D)) as if Executive had remained alive for the duration of the Continuation Period, after which time, such participants’ continued participation (if any) in the Company’s health plan shall be entitled at such participants’ sole expense. Notwithstanding the foregoing, Executive agrees that if the Company adopts a severance plan in which Executive is eligible to a pro rata amount participate and under which Executive is eligible for benefits (the “Severance Plan”), Executive will be eligible to receive the greater of Deferred Compensation, equal to the product of either: (iA) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination Severance Payment set forth in this Section 7(f) and (the "Bonus Amount"), times (iiB) the product (benefits for which Executive is eligible under the "Pro-Rata Period Amount") of three times a fractionSeverance Plan, the numerator of which is the total number of months but in which Employee no event shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not Executive be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2both. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In Upon “Involuntary Termination” of the event employment relationship pursuant to Sections 4.6(i) or 4.6(ii), or upon “Termination Without Cause” pursuant to Section 4.5, the Employer shall pay Employee severance in the amount of terminationone (1) year of base salary at his most recent rate of pay, less standard deductions and withholdings (“Severance Pay”), in a single lump sum payment on the first (1st) day of the seventh (7th) month following the Employee’s “separation from service” (within the meaning of Treasury Regulation § 1.409A-1(h)) with the Employer (“Separation from Service”) provided that Employee has not breached his obligations under sections 2 and 3 of this Agreement and provided Employee first executes, and does not revoke, and delivers to the Employer a valid release substantially in the form attached hereto as Exhibit “B” within ninety (90) days following the Employee’s Separation from Service. With the exception of the Seven Thousand (7,000) shares issued pursuant to Exhibit “A,” upon “Involuntary Termination” of the employment relationship pursuant to Sections 4.6(i) or 4.6(ii), or upon “Termination Without Cause” pursuant to Section 4.5, all Restricted Stock granted to Employee shall become 100% vested. Employee will be entitled to compensation a pro-rated bonus (based on the "Severance Pay") termination date), calculated in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employer’s Compensation Plan. Employee shall not be entitled under any duty or obligation to Severance Pay seek or accept other employment following an Involuntary Termination and the amounts due Employee hereunder shall not be reduced or suspended if Employee accepts subsequent employment. As noted in an amount equal the Long Term Incentive Plan, the rights and liabilities of Employer and Employee regarding entitlement to vesting of all Restricted Stock shall be conditioned and dependent on the Employee’s consent and agreement to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination promises set forth therein and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date enforceability of terminationsuch covenants stated therein. Employee’s rights and remedies under this Section 4.8 shall be Employee’s sole and exclusive rights and remedies against Employer or its subsidiaries or affiliates concerning Employee’s employment and termination from Employer, payable at such time or times as would have been paid and Employer’s and its subsidiaries’ and affiliates’ sole and exclusive liability to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company)in contract, (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his deathtort, or (iv) this Agreement is terminated pursuant to Section 3.5 hereofotherwise, Employee shall not be entitled to receive for any additional salary, bonus or benefits beyond those earned or accrued as Involuntary Termination of the effective date of the employment relationship or concerning Employee’s employment and termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2from Employer. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vest.

Severance Pay. In the event of termination, Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason of a his disability, Employee the Company shall be entitled continue to Severance Pay in an amount equal to the amount of pay Employee's monthly Base Salary Salary, (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company)employment, or (ii) the Company terminates this Agreement for Cause, or (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus salary or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date expiration of the term of this Agreement, and such termination is either (i) due to a breach of this Agreement by the CompanyEmployee for Cause, or (ii) by the Company and not for Cause, Employee shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that the Employee would have earned between for the effective remainder of the three year period commencing on the date of termination through the Expiration Datehereof, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, for a period of three years commencing as of such termination, Employee shall be entitled to Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) three. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. Further, the Options granted to Employee pursuant to Section 2.4.1 hereof shall immediately and fully vestterm.

Severance Pay. In the event of termination, Employee shall be entitled to compensation (the "Severance Pay") in accordance with the following: (a) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Pay in an amount equal to the amount of monthly Base Salary (at his then current Base Salary rate excluding any increases that would have taken effect beyond the date of termination and any bonus and noncash benefits) the Employee would have earned for the three month period subsequent to the effective date of termination, payable at such time or times as would have been paid to Employee had he remained employed by the Company. In addition, for a three year period commencing on the date of termination, Employee shall be entitled to a pro rata amount of Deferred Compensation, equal to the product of (i) the amount of Incentive Bonus Plan compensation payable or paid to Employee If, during the twelve months immediately preceding the date of such termination (the "Bonus Amount"), times (ii) the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the total number of months in which Employee shall have been employed under this Agreement, and the denominator of which is sixty. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated by reason of his death, or (iv) this Agreement is terminated pursuant to Section 3.5 hereof, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment; except that, in the case of Employee's death or termination of this Agreement pursuant to Section 3.5 hereof, for a three year period commencing as of such termination, Employee or Employee's estate, as the case may be, shall be entitled to a pro rata amount of Deferred Compensation equal to the product of (i) the Bonus Amount, times (ii) the Pro Rata Period Amount. Such Deferred Compensation shall be prorated and paid over a three year term as if it were Deferred Compensation under Section 2.2. (c) If Employee's employment hereunder is terminated prior to the Expiration Date of this Agreement, and such termination is either (i) due to a breach of this Agreement by the Company, or (ii) by the Company and not terminates the Employee’s Employment (including through “Constructive Termination” as defined below) for Causeany reason other than Cause or Permanent Disability, Employee then the Company shall be entitled to Severance Pay in an amount equal to the amount of Base Salary that pay the Employee would have earned between the effective date of termination through the Expiration Date, less applicable payroll deductions (and any other deductions authorized in writing by the Employee), payable at such time or times as would have been paid to Employee had he remained employed by the Company through the Expiration Date; provided, however, prior to the termination of this Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and a thirty day period within which to cure such breach. In addition, his Base Compensation for a period of three years commencing (3) months if such termination occurs within the Employee’s first nine (9) months of Employment or for a period of five (5) months if such termination occurs greater than nine (9) months following the Commencement Date (in either case, the “Base Continuation Period”) and the Company shall pay the Employee two (2) additional month’s Base Compensation if such termination occurs on or after his second year of employment and for each year of service thereafter up to a maximum of nine (9) months’ Base Compensation. ii) If, within sixteen (16) months following a Change of Control (as defined in Part 2(e) of the Planetout Partners, Inc. Performance and Equity Participation (PEP) Plan as adopted on January 22, 2002 (the “PEP Plan”)) and the Company terminates the Employee’s Employment (including through “Constructive Termination” as defined below) for any reason other than Cause or Permanent Disability, then, subject to the “Parachute Payment” provisions of paragraph 5(d) of the PEP Plan (as if such terminationprovisions were a full part of this agreement, even if such plan is not in effect at the time of a Change of Control), the Company shall pay the Employee his Base Compensation for a period of six (6) months following the termination of his Employment (the “Change of Control Continuation Period”), if such termination occurs within his first year of employment and the Company shall pay the Employee one (1) additional month’s Base Compensation for each year of service thereafter up to a maximum of nine (9) months’ Base Compensation. Such Base Compensation shall be entitled paid at the rate in effect at the time of the termination of Employment and in accordance with the Company’s standard payroll procedures. The Company shall additionally accelerate the vesting of any outstanding stock options or other equity instruments such that the Employee will become vested in an additional number of shares subject to Deferred Compensation equal to such stock options or other equity instruments, as if the product Employee provided the greater of either (A) another six (6) months of service with the Company or (B) 50% of the remaining unvested shares. iii) Definition of “Constructive Termination.” For all purposes under this Agreement “Constructive Termination” shall mean that the Employee’s resignation within sixty (60) days following (i) any material reduction of Employee’s Base Compensation to which the Bonus Amount, times Employee has not agreed in writing; (ii) three. Such Deferred Compensation shall be prorated and paid over any elimination of a three year term as if it were Deferred Compensation under Section 2.2. Further, material benefit provided to the Options granted to Employee pursuant to Section 2.4.1 hereof employment with the Company to which the Employee has not agreed in writing unless such material benefit is being eliminated for all Employees in comparable positions or Employee’s class due to a reasonable business need or condition; (iii) the Company’s failure to cure any material breach by it of the terms of this Agreement within a reasonable time following written notice from the Employee to the Company’s Board of Directors. The provisions of subparts (i) through (iii) of this subparagraph b(iii) shall immediately and fully vestnot apply if any Cause (as defined in subsection (d) below) has occurred, and, if curable pursuant to subsection (d), has not been cured within the period of time permitted pursuant to subsection (d).