Common use of Severance Pay Clause in Contracts

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 the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: (i) her then-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the 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) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any 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. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.

Severance Pay. (a) In the event the Executive’s Any classified Employee or Assistant City Attorney who is involuntarily laid off from their 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 the Term after the Renewal TermCity, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: (i) her then-current annual base salary pursuant severance payments for a severance period equal to Section 4 through the termination date, payable in accordance with the Companyfour months of that Employee’s standard payroll practices; (ii) any reimbursable expenses for which the Executive has not yet been reimbursed Monthly Pay as of the termination date; and (iii) any other rights and vested benefits (if any) provided under employee benefit plans and programs final day of the Companyemployment, determined in accordance with the applicable terms and provisions plus one additional week, calculated at .23 of such plans and programs. (b) If the Executivethat Employee’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) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, Monthly Pay as of the date final day of terminationemployment, has been for each year of service in excess of 16 years, with total payment not to exceed 26 weeks. Such payments shall include salary, earned by the Executive but has not yet been paid by the Company longevity award, and any other contractual monthly payments customarily made to Employee. Employer shall continue any severed Employee’s hospital-medical, life, and dental coverages, including monthly employer premium cost-sharing, to the Executivesame extent as active employees during the severance period. A correctly calculated portion of the severed Employee’s severance payments shall be made to the Employee each pay period during the severance period. However, on the pay date following four pay periods of severance payments, the Employer shall pay the total remaining severance payment amount to the Employee. If the severed Employee returns to any position with the Employer during his or her severance period, severance payments shall cease and Employee shall forfeit any remaining severance amounts not already paid. Unless specifically provided for in this Article 18, a severed Employee shall not receive or be eligible for any additional benefit provided under this Agreement during the severance period other than re-employment rights set forth in Article 30. Except for Assistant City Attorneys, when an Employee’s employment shall cease as described in this article, the Employer may, at its sole discretion, offer that Employee a different position. If pay in the new position is equal to or greater than the pay of the position the Employee is leaving, then no severance pay is due under this article. If the pay of the new position is less than that of the old one, then the Employee shall continue to receive the pay rate of the position the Employee is leaving for the severance period calculated above. This severance pay shall be paid Article does not apply to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the CompanyEmployees discharged for cause, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contraryprobationary Employees, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, its officers, directors, employees, subsidiaries and affiliates, in the form attached hereto as Exhibit A, as amended from time to time or Employees 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 revoked the Release as required under this Section 9provisional or substitute appointment.

Severance Pay. (a) In Notwithstanding any other provision of this Agreement, if the event Employment Period is terminated by the Executive’s employment with Executive for Good Reason, or if the Company is terminated: by causes the Company for Cause or Disability (as defined in Sections 8(c) and 8(d) above); by non-renewal by of the Executive; by the Executive Employment Period pursuant to Section 8(b); by the Company pursuant to Section 8(a)(4); Executive’s death; or upon expiration of the Term after the Renewal Term3 herein, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: pay the Executive (i) her then-current annual base salary pursuant to Section 4 through the termination dateany accrued but unpaid Salary, payable in accordance with the Company’s standard payroll practices; prorated Annual Cash Bonus (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 Section 6(a)) 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 Companyprorated vacation, in addition to the amounts in Subsection (a) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, other amounts accrued but unpaid as of the date of termination, has been earned and (ii) a lump-sum severance payment equal to the unpaid Salary of the Balance of the Term at the then-current level. In addition, (i) the Company shall continue all medical, dental and life insurance benefits at no cost to the Executive for the greater of (A) twelve (12) months, commencing on the date of termination of the Employment Period, or (B) the Balance of the Term (the provision by the Company of any such group health benefits shall not be considered continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and such continuation coverage shall commence on the date that benefits provided hereunder cease), 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 ownership of all restricted stock and options granted to the Executive by the Company under this Agreement 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, if the Employment Period is terminated by the Executive but has not yet been paid pursuant to Section 14(a) or by the Company as provided in Section 14(b) of this Agreement, or if the Executive causes the non-renewal of the Employment Period pursuant to Section 3 herein, the Company shall pay to the ExecutiveExecutive in a lump sum payment 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 date of termination. This Any severance pay payable pursuant to this Section 17 shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six one lump sum within ten (610) month period following the date of the days after termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9Employment Period. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.

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 the Term after the Renewal Termtermination, the compensation and benefits the Executive Employee shall be entitled to receive from compensation (the Company shall be limited to: (i"Severance Pay") her then-current annual base salary pursuant to Section 4 through the termination date, payable 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’s standard payroll practices; . 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) any reimbursable expenses for the product (the "Pro-Rata Period Amount") of three times a fraction, the numerator of which is the Executive has not yet total number of months in which Employee shall have been reimbursed 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 of the termination date; and (iii) any other rights and vested benefits (if any) provided it were Deferred Compensation under employee benefit plans and programs of the Company, determined in accordance with the applicable terms and provisions of such plans and programsSection 2.2. (b) If (i) Employee voluntarily terminates his employment (other than due to a breach of this Agreement by the Executive’s employment with Company), (ii) the Company terminates this Agreement for Cause, (iii) if Employee's employment is terminated: during the Term terminated by the Company without Cause reason of his death, or (iv) this Agreement is terminated pursuant to Section 8(a)(5); or at the conclusion of the Initial Term because of a non-renewal by the Company3.5 hereof, in addition to the amounts in Subsection (a) of this Section 9, the Executive Employee shall also not be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4any additional salary, at the rate in effect on the date of termination and any Performance Bonus that, bonus or benefits beyond those earned or accrued as of the date of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the effective date of the termination of his employment; except that, in the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation case of the Release required by Subsection (c) Employee's death or termination of this Agreement pursuant to Section 93.5 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) Notwithstanding anything in 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 to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against by the Company, its officersor (ii) by the Company and not for Cause, directors, employees, subsidiaries and affiliates, Employee shall be entitled to Severance Pay in the form attached hereto as Exhibit A, as amended from time to time in a manner satisfactory an amount equal to the Company 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 “Release”Employee), within forty-five (45) days 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 her termination datethis Agreement as the result of a breach hereof by the Company, Employee shall give written notice of such breach and that she does not revoke the Release during the seven (7) a thirty day period thereafterwithin which to cure such breach. Subject 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 14 below, the severance payments under this Section 9 will begin no earlier than fifteen (15) days after the Executive has executed, delivered 2.4.1 hereof shall immediately and not revoked the Release as required under this Section 9fully vest.

Severance Pay. (a) In If the event the Company terminates Executive’s employment with the Company is terminated: by the Company for without 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 the Term after the Renewal Termterminates his employment for Good Reason, the compensation and benefits the Executive shall be entitled eligible to receive from a severance payment (the Company shall be limited to: “Severance Payment”) equal to nine (i9) her then-current annual base salary pursuant to Section 4 through the termination datemonths of Base Salary, payable in equal installments in accordance with the Company’s standard normal payroll practices; practice, plus the continued medical and dental benefits described below during the period in which installments of the Severance Payment are made (the “Severance Period”). The medical and dental benefits above (the “Continuation Benefits”) shall be 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) any reimbursable expenses for which shall run concurrently with the Executive has 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 yet been reimbursed as exceed the employer portion of the termination date; and (iii) any other rights health insurance premiums the Company would have otherwise paid on Executive’s and vested benefits (if any) provided under employee benefit plans and programs of his family’s behalf for health insurance coverage had Executive remained employed by the Company during the Severance Period. The Severance Payment, less applicable withholdings, will be made in equivalent installments at the Company’s regular payroll intervals, determined in accordance provided that Executive complies with the applicable terms and provisions of such plans and programsconditions set forth in Section 3.2(b). Except as otherwise set forth in this Section 3.2(a), the Company shall not be obligated to provide Executive with any compensation or benefits beyond Executive’s Termination Date, other than as required by law. (b) If To receive the Executive’s employment with the Company is terminated: during the Term by the Company without Cause pursuant Severance Payment, Executive must execute and return 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) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any 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. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) within 21 days after the it is received by Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a separation agreement containing a general release and waiver of all claims against the Company, its Affiliates and each of their respective officers, directors, employeesmembers, subsidiaries managers, partners and affiliatesshareholders 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 form attached hereto as Exhibit Afirst 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, as amended from time to time in a manner satisfactory to 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) Executive’s death; (ii) any reasonable determination by the Company that Executive has breached Executive’s obligations in Article IV; or (iii) Executive’s agreement to become employed by or to provide services to any entity that is an Affiliate of Sterling Fund Management, LLC. (c) For purposes of this Agreement: (i) The term “Release”Cause” means that Executive has: (1) engaged in any act of material dishonesty, willful malfeasance, gross negligence, or breach of 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), within forty-five or refused to submit for a drug test upon the Company’s request; (455) days breached any provision of her termination dateArticle IV; (6) failed to obtain the Board’s consent prior to engaging in any business with any family members, and that she does not revoke the Release during the seven their affiliates or any entities they work with; (7) day period thereafter. Subject 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 14 below1.3 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 severance payments under this Section 9 will begin Company shall give Executive written notice describing the issue and why it constitutes Cause and allow Executive a reasonable opportunity to remedy the situation (not 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 earlier action in response to any occurrence shall be in the sole and exclusive discretion of the Board. Executive’s employment by the Company also shall be deemed terminated for Cause if Executive resigns from the Company and no later than fifteen (15) 90 days after such resignation the Executive has executed, delivered and not revoked Board determines in good faith that one or more of the Release events described above existed as required under this Section 9of the time of such resignation.

Severance Pay. (a) In the event the Executive’s employment with If (i) the Company is terminated: by terminates 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 employment of the Term after Employee without Cause, or (ii) the Renewal TermEmployee terminates his employment for Good Reason, the compensation and benefits the Executive Employee shall be entitled to receive from cash compensation equal to the Company 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 limited to: (i) her then-current annual base salary pursuant payable to Section 4 through the termination date, payable Employee in accordance with the Company’s standard customary payroll practices; /within thirty (ii30) any reimbursable expenses for which days after 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 programsTermination Date. (b) If (i) the Executive’s Employee voluntarily terminates his employment with other than for Good Reason, or (ii) the Company Employee is terminated: during the Term terminated by the Company without Cause pursuant to Section 8(a)(5); or at for Cause, then the conclusion of the Initial Term because of a non-renewal by the Company, in addition to the amounts in Subsection (a) of this Section 9, the Executive Employee shall also be entitled to receive severance pay equal to six Base Salary (6excluding any accrued vacation) months of her annual base salary pursuant to Section 4through the Termination Date only, at the rate in effect on the date of termination and any 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. This severance pay no other compensation shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9payable. (c) Notwithstanding anything If the Employee's employment is terminated due to death or Disability, the Employee shall be entitled to receive Base Salary and accrued vacation through the Termination Date only, and no other compensation shall be payable. (d) In addition to the provisions of Section 5.2(a) and 5.2(b) hereof, to the extent COBRA or a state equivalent shall be applicable to the Company, the Employee shall be entitled to 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 receipt of such continuation of benefits, including any required elections or payments. (e) 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 to the contrary, Executive’s right to receive any severance benefits under Subsection Agreement. (bf) The provisions of this Section 9 5.2 are intended to be and are exclusive and in lieu of any other rights or remedies to which the Employee or the Company may otherwise be entitled, either at law, tort or contract, in equity, or under this Agreement, as a result of any termination of the Employee's employment. The Employee shall be conditioned entitled to no benefits, compensation or other payments or rights upon the Executive’s continued compliance with her restrictive covenants termination of employment other than those benefits expressly set forth in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 95.2.

Severance Pay. In addition to and notwithstanding the provisions of Section 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 in respect of employment agreements and corporate policy pertaining to payroll, severance pay, accrued vacation and similar obligations (a"Employment Losses") In relating to the event the Executive’s termination of any Affected Employee's employment with the Company is terminated: or any of its subsidiaries as a result of actions by Buyer or the Company for Cause at 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 the Term after the Renewal TermClosing; PROVIDED, the compensation and benefits the Executive HOWEVER, that nothing in this Section 5.3 shall be entitled to receive from the Company shall be limited to: (i) her then-current annual base salary be construed to cause any person other than Seller to be responsible for payment of any amounts which arise pursuant to the employment agreement referred to in Section 4 through 4.5(ii) of the termination date, payable in accordance with the Company’s standard payroll practices; Disclosure Schedule and (ii) any reimbursable expenses for which the Executive has not yet been reimbursed as affect Buyer's right in respect of the termination date; and Seller's representations, warranties and covenants. Seller agrees that all Employment Losses with respect to employees (iiiother than Affected Employees) 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 terminated from employment with the Company is terminated: during or any of its subsidiaries arising before 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, Closing Date will be discharged in addition full to the amounts in Subsection (a) of this Section 9extent required prior to the Closing Date; PROVIDED, HOWEVER, that Seller will indemnify Buyer from and against Employment Losses with respect to employees other than Affected Employees to the Executive shall also be entitled extent such Employment Losses are not either discharged prior to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect Closing Date or accrued on the date Closing Statement of termination and any 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. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9Business Net Worth. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.

Severance Pay. (a) In lieu of any other rights, entitlements or benefits he may have had under the event the Executive’s employment with the Company is terminated: by the Company for Cause or Disability Employment Agreement (except as defined in Sections 8(c) and 8(d) aboveexpressly provided otherwise herein); 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 the Term after the Renewal Term, the compensation and benefits the Executive shall will be entitled to receive from the Company shall be limited tofollowing: (i) her then-current annual base salary pursuant his Base Salary earned but not paid prior to Section 4 through the termination dateSeparation Date, payable to be paid in accordance with the Company’s standard regular payroll practices; (ii) any reimbursable expenses for which the Executive has not yet been reimbursed as $1,500,000 (an amount equal to one hundred fifty percent of the termination date; and (iii) any other rights and vested benefits (if any) provided under employee benefit plans and programs of Base Salary), payable on 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 date that 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) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months plus one (1) day after the Separation Date (the “New Payment Date”); (iii) $1,500,000 (an amount equal to one hundred fifty percent (150%) of her annual base salary the Target Bonus as defined in Section 5 of the Employment Agreement), payable on the New Payment Date; (iv) the full monthly premiums (employer and employee portions) for the Executive’s and any covered beneficiary’s coverage under COBRA health continuation benefits on a monthly basis over the eighteen (18) month period immediately following the Separation Date, and which premiums will be treated as taxable income to the Executive; (v) the immediate vesting as of the Separation Date of all of the Executive’s outstanding unvested deferred stock awards that were granted to the Executive pursuant to Section 4the Employment Agreement and under the Company’s 2005 Stock Incentive Compensation Plan or otherwise (the “Deferred Stock Awards”), at which Deferred Stock Awards shall be settled in accordance with the rate in effect terms of the applicable long-term incentive plan and award agreement by the Company’s delivery of shares of Company Common Stock on the New Payment Date, net of a sufficient number of shares to enable the Company to satisfy the minimum withholding requirements with respect to the settlement of such Deferred Stock Awards. Exhibit A hereto sets forth a complete list of all of the Executive’s Deferred Stock Awards that are currently outstanding, indicating the date of termination grant of such Deferred Stock Units and the number of shares of Company Common Stock to be issued in settlement of such Deferred Stock Awards pursuant to this Section 2(v); and (vi) any Performance Bonus thatamounts earned, accrued or owing to the Executive prior to the Separation Date but not yet paid under Sections 7, 8, or 9 of the Employment Agreement or Sections 1(i) –(v) of this Agreement. In addition, the Executive will be paid $128,000 in a lump sum in cash with respect to all his accrued, unused vacation of 32 days as of the date of terminationSeparation Date, has been which was earned by the Executive but has not yet been paid by the Company prior to the Executive. This severance pay shall Effective Date, to be paid to the Executive in equal increments in accordance with the Company’s standard regular payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9practices. (cb) Notwithstanding anything The Executive and the Company acknowledge and agree that the provisions set forth in this Sections 12(j) and 14 of the Employment Agreement are hereby incorporated herein and shall continue to apply in accordance with the terms thereof and that the termination is a termination without Cause (as defined in the Employment Agreement). For the avoidance of doubt, the Executive shall not be entitled to any payments or benefits under Section 12(d) of the Employment Agreement but instead shall be entitled to the contrary, Executive’s right to receive any severance payments and benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9specified herein.

Severance Pay. (a) When it becomes necessary to reduce the work force, seniority plus ability as per paragraph (b) of this Article will govern. In the event the Executive’s employment with the Company is terminated: by the Company for Cause or Disability of a reduction of force, employees shall receive ten (as defined 10) work days pay in Sections 8(c) and 8(d) above); by non-renewal by the Executive; by the Executive pursuant lieu thereof. If an employee fails to Section 8(b); by the Company pursuant work out his notice when requested to Section 8(a)(4); Executive’s death; or upon expiration of the Term after the Renewal Termdo so, the compensation and benefits the Executive he shall be entitled paid only for such period of his notice that he has worked. A list of employees to be laid off will be furnished to the Local Chairman and International Representative at the time of notifying the employee affected. (b) Any employee covered by this Agreement with one (1) or more years of service and who is laid-off shall receive from severance pay as provided in paragraph (c) below, subject to the Company limitations set forth herein. Severance pay shall NOT be limited topaid in the event: (i) her then-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the Company’s standard payroll practices;An employee is dismissed for cause. (ii) any reimbursable expenses for which the Executive has not yet been reimbursed as of the termination date; andAn employee resigns. (iii) any other rights and vested benefits An employee refuses to work out his notice if requested to do so. (if anyiv) provided under employee benefit plans and programs A National Emergency arises which results in cessation of operations. (v) A strike or picketing 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 premises causing a temporary lay-off of the Initial Term because of a non-renewal by the Company, in addition to the amounts in Subsection (a) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any 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. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9employees. (c) Notwithstanding anything Severance pay shall be paid on the basis of two weeks’ pay for one (1) year of service, three weeks’ pay for two (2) years of service, continuing in this Agreement progression up to a maximum of 42 weeks pay for 20 years of service. (d) Employees laid off on account of a force reduction will be given preference according to System seniority to transfer to any other point on the contrarySystem within the continental limits of the United States of America employing Aer Lingus staff, Executive’s right where employees are needed, with privilege of returning to receive any severance benefits under Subsection (b) of this Section 9 their home station when the force is increased. Such transfers shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery made without expense to the Company of a general release of all claims against the Company, its officersbut space available, directorsfree transportation will be furnished the employee and his dependents over Company lines to the extent permitted by law. (e) Employees laid off in a reduction of force, employeeswho desire to seek employment elsewhere will be granted, subsidiaries subject to prevailing interline agreements, one space available pass to any point desired within the continental limits of the USA, or on the Company system. The pass will be valid for ninety (90) days from the date of termination of employment on Aer Lingus and affiliateselsewhere shall be subject to interline agreements. (f) An employee recalled to work under the terms of this agreement after lay-off who is again laid off under conditions that would entitle him to severance pay shall be entitled to the amount specified for his accumulated period of compensated service with the Company calculated from the date of first recall, provided that severance pay shall not be paid twice for the same period of compensated service. (g) Although the Company will not guarantee “No layoff” as a result of automation, the Company will train present Staff on new equipment and will provide for automation severance benefit payment of three weeks for the first full year of employment and two weeks for each additional year of employment to a maximum of 25 weeks severance payment. (h) Employees recalled to work from a layoff shall be returned to their former position, if the job still exists, and shall not be paid at a lower rate than they were receiving prior to the layoff, unless a new contract as to wages shall at the time of recall be in effect between the Company and the Union, provided that if the job does not exist, the recalled employee shall receive the rate of the job accepted. (i) Should anyone be laid-off and hired in any other classification, he/she will continue to have full recall rights 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 revoked the Release as required under this Section 9previous position.

Severance Pay. (ai) In If, during the event the Executive’s employment with term of this Agreement, the Company is terminated: by terminates the Company Employee’s Employment (including through “Constructive Termination” as defined below) for any reason other than 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 the Term after the Renewal TermPermanent Disability, the compensation and benefits the Executive shall be entitled to receive from then the Company shall (1) Pay the Employee his Base Compensation for a period of three (3) months if such termination occurs within Employee’s first six (6) months of Employment or for a period of nine (9) months if such termination occurs greater than six (6) months following the Commencement Date (in either case, the “Base Continuation Period”), and 2. Shall accelerate the vesting of Employee’s outstanding stock options or other equity vesting instruments such that he will become vested in an additional number of shares subject to such stock options or other equity vesting instruments, as if he had provided another six (6) months service with the Company, if such termination occurs after his first year of employment. Such Base Compensation shall be limited to: (i) her then-current annual base salary pursuant to Section 4 through paid at the rate in effect at the time of the termination date, payable of Employment and in accordance with the Company’s standard payroll practices;procedures. (ii) any reimbursable expenses for which the Executive has not yet been reimbursed If, within sixteen (16) months following a Change of Control (as defined in Part 2(e) of the termination date; and Planetout Partners, Inc. Performance and Equity Participation (iiiPEP) 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 rights and vested benefits (if anythan Cause or Permanent Disability, then, subject to the “Parachute Payment” provisions of paragraph 5(d) provided under employee benefit plans and programs of the CompanyPEP Plan (as if such provisions were a full part of this agreement, determined even if such plan is not in accordance with effect at the applicable terms and provisions time of such plans and programs. (b) If the Executive’s employment with a Change of Control), the Company is terminated: during shall pay the Term by Employee his Base Compensation for a period of twelve (12) months following the Company without Cause pursuant termination of his 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 will become vested in an additional number of shares subject to Section 8(a)(5); such stock options or at other equity instruments, as if the conclusion Employee provided the greater of the Initial Term because of a non-renewal by the Company, in addition to the amounts in Subsection either (aA) of this Section 9, the Executive shall also be entitled to receive severance pay equal to another six (6) months of her annual base salary pursuant to Section 4, service with the Company or (B) 50% of the remaining unvested shares. Such Base Compensation shall be paid at the rate in effect on at the date of termination and any Performance Bonus that, as time of the date termination of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments Employment and in accordance with the Company’s standard payroll practices over procedures. iii) Definition of “Constructive Termination.” For all purposes under this Agreement “Constructive Termination” shall mean that the six Employee’s resignation within sixty (660) month period days following (i) a material reduction or change in title, job duties, authority, responsibilities or job requirements inconsistent with Employee’s position with the date Company to which the Employee has not agreed in writing; (ii) any material reduction of Employee’s Base Compensation to which the termination Employee has not agreed in writing; (iii) any elimination of a material benefit provided to the Executive’s Employee pursuant to 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; (iv) a relocation of place of employment more than sixty (60) miles from San Francisco, California; (v) the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation failure to cure any material breach by it of the Release required terms of this Agreement within a reasonable time following written notice from the Employee to the Company’s Board of Directors; or (vi) the actual occurrence of any “constructive termination” of the Employee by Subsection the Company under California law. The provisions of subparts (ci) through (iii) of this Section 9. subparagraph b(iii) shall not apply if any Cause (cas defined in subparagraph (d) Notwithstanding anything in this Agreement below) has occurred, and, if curable pursuant to the contrary, Executive’s right to receive any severance benefits under Subsection subparagraph (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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”d), within forty-five (45) days of her termination date, and that she does has 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 revoked the Release as required under this Section 9been cured.

Severance Pay. (ai) In If, during the event the Executive’s employment with term of this Agreement, the Company is terminated: by terminates the Company Employee's Employment (including through "Constructive Termination" as defined below) for any reason other than 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 the Term after the Renewal TermPermanent Disability, the compensation and benefits the Executive shall be entitled to receive from then the Company shall be limited to: pay the Employee his Base Compensation for a period of twelve (i12) her then-current annual base salary pursuant to Section 4 through months following the termination dateof his Employment (the "Base 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, payable as if the Employee provided another twelve (12) 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 Company’s 's standard payroll practices;procedures (ii) any reimbursable expenses for which the Executive has not yet been reimbursed If, within sixteen (16) months following a Change of Control (as defined in Part 2(e) of the termination date; and Planetout Partners, Inc. Performance and Equity Participation (iiiPEP) 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 rights and vested benefits (if anythan Cause or Permanent Disability, then, subject to the "Parachute Payment" provisions of paragraph 5(d) provided under employee benefit plans and programs of the CompanyPEP Plan (as if such provisions were a full part of this agreement, determined even if such plan is not in accordance with effect at the applicable terms time of a Change of Control), the Company shall pay the Employee his Base Compensation for a period of twenty-four (24) months following the termination of his Employment (the "Change of Control Continuation Period"), and provisions shall accelerate the vesting of any outstanding stock options such plans and programs. that the Employee will become vested in an additional number of shares subject to such stock options, as if the Employee provided the greater of either (bA) If the Executive’s employment another twelve (12) months of service with the Company is terminated: during the Term by the Company without Cause pursuant to Section 8(a)(5); or at the conclusion (B) 50% of the Initial Term because of a non-renewal by the Company, in addition to the amounts in Subsection (a) of this Section 9, the Executive remaining unvested shares. Such Base Compensation shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, paid at the rate in effect on at the date of termination and any Performance Bonus that, as time of the date termination of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments Employment and in accordance with the Company’s 's standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9procedures. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.

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 the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: (i) her then-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the 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) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any 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. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the Upon termination of the Executive’s employment with pursuant to Section 8(a)(iii) during the CompanyInitial Term or any Renewal Term or if ▇▇▇▇▇▇ Mac terminates the Executive’s employment upon or after expiration of the Term due to ▇▇▇▇▇▇ Mac’s failure to renew the Term and not due to one of the reasons listed in Section 8(a)(i) or (ii) above, but beginning no earlier than fifteen (15) days after subject to the Executive’s execution of a separation agreement, including a full release of claims in favor of ▇▇▇▇▇▇ Mac and non-revocation its affiliates, in form and substance acceptable to ▇▇▇▇▇▇ Mac within thirty (30) days (or such longer period as required for a valid release under applicable law) following such termination and the Executive not revoking such release, ▇▇▇▇▇▇ Mac shall, to the extent permitted by law and regulation, pay the Executive in the next payroll period following the expiration of the Release required by Subsection revocation period under the release but no later than sixty (c60) days following the date on which the Executive experiences a “separation from service” as defined in Section 409A of this Section 9. (c) Notwithstanding anything the Code, an aggregate lump sum amount in this Agreement cash equal to the contrary, Executive’s right to receive any severance benefits under Subsection sum of (a) the Base Salary and (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery Base Salary multiplied by the Incentive Salary Target; provided, however, that if the period during which the Executive has discretion to execute or revoke the Company of a general release of all claims against straddles two calendar years, then ▇▇▇▇▇▇ Mac will make the Company, its officers, directors, employees, subsidiaries and affiliates, severance payment in the form attached hereto as Exhibit Asecond of such years, regardless of which year the Executive actually delivers the executed general release of claims to ▇▇▇▇▇▇ Mac, subject to the release agreement first becoming effective. The Executive may not, directly or indirectly, designate the calendar year of payment. The amount to be paid by ▇▇▇▇▇▇ Mac to the Executive under this Section 8(d) will not be mitigated by any subsequent earnings by the Executive from any other source. In addition, subject to the contingencies described above, to the extent that Executive makes proper and timely coverage continuation elections pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended from time to time in a manner satisfactory to the Company (the “ReleaseCOBRA”), within forty-five and remains eligible for such coverage, ▇▇▇▇▇▇ Mac will pay or reimburse Executive for COBRA medical, dental and vision insurance continuation premiums for the ▇▇▇▇▇▇ Mac group medical, dental and vision insurance coverage that Executive had as of the date of termination until the earlier of (45i) days the date that is one (1) year from the date of her termination dateof employment or (ii) the date that he becomes eligible for medical insurance coverage through another employer (but only to the extent that ▇▇▇▇▇▇ Mac continues to offer such plans and programs to similarly situated active employees of ▇▇▇▇▇▇ Mac). In addition, and that she does not revoke the Release during the seven same time period, ▇▇▇▇▇▇ Mac shall permit Executive to continue to participate in all ▇▇▇▇▇▇ Mac-sponsored life, accidental death and disability insurance benefit plans or programs in which Executive was participating at the time of termination, to the extent such post-termination participation is permitted by the terms of such plans and programs and applicable law, at ▇▇▇▇▇▇ Mac’s cost (7but only to the extent that ▇▇▇▇▇▇ Mac continues to offer such plans and programs to similarly situated active employees of ▇▇▇▇▇▇ Mac). If this commitment to provide benefits continuation raises any compliance issues or impositions of penalties under any non-discrimination rules that have been issued or are issued in the future pursuant to the Patient Protection and Affordable Care Act (PPACA) day period thereafteror is treated as discriminatory under Section 105(h) of the Code, ▇▇▇▇▇▇ Mac may modify this obligation in any manner it deems necessary or advisable, in its sole discretion, including declining to provide continued participation, so that it complies with the terms of those non-discrimination rules. Subject The amount to be paid by ▇▇▇▇▇▇ Mac to the Executive under this Section 14 below, 8(d) is in lieu of any and all other severance payments otherwise available to the Executive and Executive shall not be entitled to any severance payments under any other ▇▇▇▇▇▇ Mac contract, policy or plan. The Executive acknowledges and agrees that he shall no longer participate in ▇▇▇▇▇▇ Mac’s Executive Officer Severance Plan upon the execution of this Section 9 will begin no earlier than fifteen (15) days after Agreement and the Participation Agreement previously entered into by the Executive has executedin connection with such Severance Plan is hereby superseded by this Agreement and rendered of no further force or effect. If the Executive is found by any tribunal to be entitled to severance payments from any other source, delivered and not revoked the Release as required amount of such severance payments shall be subtracted from the amount due under this Section 98(d) and the Executive shall refund to ▇▇▇▇▇▇ Mac any excess already received by him.

Severance Pay. (a) In the event the Executivethat (i) an Eligible Employee’s employment with is terminated as a result of a Qualifying Separation from Service and (ii) the Eligible Employee timely provides the Company with an enforceable Release in accordance with Sections 5 and 7 of the Policy which is terminated: by acceptable to 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 the Term after the Renewal Termits sole discretion, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited topay to the Eligible Employee and provide the Eligible Employee the following Severance Pay and/or Severance Benefits: (i) her then-If at the time of the Separation from Service such Eligible Employee is an Executive Committee Member (or if such employee was otherwise an Executive Committee Member before the occurrence of circumstances giving rise to Good Reason): (1) If Separation from Service by the Company without Cause: (A) Two hundred and fifty percent (250%) of annual salary at the current annual rate of base salary pursuant to in effect at the Separation from Service (provided, however, that notwithstanding anything else contained herein the Severance Pay Period under this Section 4 through the termination date, payable in accordance with the Company’s standard payroll practices; 4(a)(i)(1) shall be eighteen (ii18) 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 programsmonths). (b2) If the Executive’s employment with the Company is terminated: during the Term Separation from Service by the Company without Cause pursuant to Section 8(a)(5); or by an Eligible Employee with Good Reason within twelve (12) months following a Change in Control: (A) Three hundred percent (300%) of annual salary at the conclusion current rate of base salary in effect at the Separation from Service (or, if greater, before the occurrence of circumstances giving rise to Good Reason) (provided, however, that notwithstanding anything else contained herein the Severance Pay Period under this Section 4(a)(i)(2) shall be eighteen (18) months). (ii) If at the time of the Initial Term because Separation from Service such Eligible Employee is an Other Eligible Employee (or if such employee was otherwise an Other Eligible Employee before the occurrence of a non-renewal by the Company, in addition circumstances giving rise to the amounts in Subsection Good Reason): (a1) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, as of the date of termination, has been earned by the Executive but has not yet been paid If Separation from Service by the Company to without Cause: (A) Twelve (12) months salary at the Executive. This severance pay shall be paid to current rate of base salary in effect at the Executive in equal increments in accordance with the Company’s standard payroll practices over the six Separation from Service; and (6B) month period following the date Seventy-five percent (75%) of the termination of target annual bonus for the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9current year. (c2) Notwithstanding anything If Separation from Service by the Company without Cause or by an Eligible Employee with Good Reason within twelve (12) months following a Change in this Agreement Control: (A) Twelve (12) months salary at the current rate of base salary in effect at the Separation from Service (or, if greater, before the occurrence of circumstances giving rise to the contrary, Executive’s right to receive any severance benefits under Subsection Good Reason); and (bB) One hundred percent (100%) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery annual cash incentive target for the current year (or, if greater, one hundred percent (100%) of the target annual bonus before the occurrence of circumstances giving rise to the Company of a general release of all claims against the Company, 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”Good Reason), 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 revoked the Release as required under this Section 9.

Severance Pay. (a) In Subject to the event the Executive’s employment with the Company is terminated: by the Company for Cause or Disability (as defined limitations set forth in Sections 8(c7(e) and 8(d(f) 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 below, upon expiration of the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: (i) her then-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the 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) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any 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. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the CompanyBank under circumstances described in Section 7(a) of this Agreement, but beginning no earlier than fifteen the Bank shall pay to the Executive (15) days after or, in the event of the Executive’s execution death after the event described in Section 7(a) has occurred, the Bank shall pay to the Executive’s surviving spouse, beneficiary or estate) 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 as of the date of his termination of employment with the Bank; (ii) the 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-revocation of taxable health insurance benefits which will provide the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement Executive with coverage for the remaining unexpired Employment Period equivalent to the contrary, Executive’s right coverage to receive any severance which he would have been entitled if he had continued working for the Bank during the remaining unexpired Employment Period with the same Base Salary as was in effect on the date of his termination of employment and life insurance coverage and non-taxable health insurance benefits under Subsection (b) for the remainder of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 lifetime and 7 and her execution and delivery the lifetime of the Executive’s spouse, equal to the Company greater of (A) the insurance coverage provided to retirees of the Bank as of the Effective Date of this Agreement or (B) the insurance coverage provided to retirees of the Bank as of the effective date of the Executive’s termination of employment with the Bank; (iv) within 60 days following his termination of employment, a general release of all claims against the Companylump sum payment, its officers, directors, employees, subsidiaries and affiliatesas liquidated damages, in an amount equal to the form attached hereto present value of the Base Salary that the Executive would have earned (but offset by any payments made under any short-term or long-term disability plan or program maintained by the Bank) if he had continued working for the Bank and serving as Exhibit 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 of employment with the Bank, 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 deferred compensation plan for management or highly compensated employees that are maintained by the Bank), 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 plan, as amended from time 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 time three (3) times the average of the prior three (3) years Incentive Compensation earned or received by him under all incentive compensation plans or programs adopted and maintained by the Bank; and (ix) stock options shall vest in a manner satisfactory to accordance with the Company (terms of 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 stock plan under this Section 9 will begin no earlier than fifteen (15) days after the Executive has executed, delivered and not revoked the Release as required under this Section 9which they were granted.

Severance Pay. (a) In If, during the event Employment Period, the Company terminates the Executive’s 's employment other than for Cause, death or Disability, or the Executive terminates his employment for Good Reason pursuant to Paragraph 4(c)(i)(vii) (but, for clarity, not if Executive terminates his employment due to a Qualifying Reporting Change), then, conditioned upon Executive's execution (and if applicable non-revocation) of a legal release in a form reasonably satisfactory to Company in its discretion (but not in any event imposing upon Executive any restrictive covenant different than those set forth in Paragraph 8, below) upon Executive and drafted and executed so as to ensure a final, complete and enforceable release of all claims that Executive has or may have against Company relating to or arising in any way from Executive's employment with Company and/or the termination thereof (but excepting claims for indemnification or defense, whether under contract or otherwise), and complete and continuing confidentiality of Company's proprietary information and trade secrets, and, at the Company's discretion, the circumstances of Executive's separation from Company and/or compensation received by Executive in connection with that separation (collectively, a "Conforming Legal Release"), 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 the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited toshall: (i) her pay to the Executive, in a lump sum, severance compensation in an amount equal to the amount that Executive would have earned under Paragraphs 3(b)(i) and 3(b)(ii), above, if Executive had remained employed through the end of the Initial Term, if applicable, any then-current annual base salary pursuant Renewal Period, and it shall be assumed that Executive has attained or will attain all 162(m) performance targets and without application of a negative discretionary factor. Without limiting the generality of the foregoing and for purposes of illustration only, if Executive's employment is terminated eighteen months after the Effective Date under circumstances that entitle Executive to Section 4 through severance pay under this Paragraph, then the termination date, payable in accordance with amount of severance pay to be paid to Executive will equal 1.5 multiplied by the Company’s standard payroll practices;sum of Executive's then-current Annual Base Salary plus Executive's then-current Annual Bonus target; and (ii) for the a period commencing on the Date of Termination and concluding on the final day of the Initial Period, or, if applicable, any reimbursable expenses for which then-current Renewal Period, the Company shall continue to provide the benefits described in Paragraph 3(b)(xi) to the Executive has and his spouse and dependents on the same basis such benefits were provided to the Executive immediately prior to the Effective Date, and, if such benefits cannot yet been reimbursed as of the termination datebe provided, a lump sum cash equivalent thereof, grossed-up for taxes (collectively "Welfare Benefits"); and (iii) any all unvested cash and equity long-term incentive award and 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) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, as of the date of termination, has been earned by the Executive but has not yet been paid by the Company incentive awards granted to the Executive. This , including without limitation unvested shares of JNS restricted stock, unvested options to purchase JNS stock, and awards consisting of unvested mutual fund share allocations, including without limitation the Share Award and the grants made pursuant to Paragraph 3(b)(iii), 3(b)(iv), 3(b)(v) and 3(b)(vi) shall immediately vest and/or be paid, as applicable, in full, it shall be assumed that Executive has attained or will attain all applicable 162(m) performance targets and without application of a negative discretionary factor, and any stock options shall, from and after such vesting, remain exercisable for the remainder of their respective terms, subject to and as limited by the terms of the agreement(s), certificate(s) and/or equity incentive plans underlying each such grant; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Paragraph 6); and (v) the severance pay described in the foregoing clauses (i), (ii), (iii) and (iv) shall be paid in a lump sum in cash (as applicable) on the later of (A) any day within the first 30 days following the Date of Termination, or (B) if not within the first 30 days following the Date of Termination, on the first day following such 30th day when the Company's deduction for the payment or accrual of the severance pay described above is not subject to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date deduction limitations of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9162(m). (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.

Severance Pay. 38.01 The Employer shall continue past practice in giving all reasonable consideration to continued employment in the Employer’s service of employees who would otherwise be laid off because of the elimination of their positions due to lack of work, technological changes, structural changes, changes in the work process or contracting out. 38.02 Should a continuous position be eliminated in a section where several employees perform the same duties, lay-offs shall be based on competence and seniority, with seniority becoming increasingly significant after five (5) years. 38.03 Except when he/she receives an amount in lieu of notice, in whole or in part, as provided below, a laid-off continuous employee shall maintain call-back priority for eighteen (18) months from the date of the lay-off. Seniority shall not be interrupted if the continuous employee is called back to work within this time. 38.04 Aside from severance pay pursuant to clauses 38.11 and 38.13, a laid-off employee shall receive notice as specified in the Human Resources Manual or, at the Employer’s discretion, (a) In an amount equivalent to what he/she would have earned if he/she had remained employed for 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 duration of the Term after the Renewal Termnotice, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: (i) her then-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the 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.or (b) If any combination of notice and equivalent amount, not to exceed the Executive’s original term of the notice. 38.05 Severance benefits payable to an employee under this article shall be reduced by any period of continuous employment with in respect of which the Company is terminated: during employee was already granted any type of termination benefit. Under no circumstances shall the Term by the Company without Cause maximum severance pay provided under clauses 38.11 and 38.16 be pyramided. For greater certainty, payments made pursuant to Section 8(a)(5); clauses 38.15 to 38.18 of Appendix D or at similar provisions in other collective agreements shall be considered as a termination benefit for the conclusion administration of the Initial Term because of a non-renewal by the Company, in addition this clause. 38.06 Employees who were subject to the amounts payment in Subsection lieu of severance for the elimination of severance pay for voluntary separation (aresignation and retirement) of this Section 9and who opted to defer their payment, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at former provisions outlining the rate payment in effect on the date of termination and any 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. This severance pay shall be paid to the Executive lieu are found in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.Appendix D.

Severance Pay. (a) In the event that the Executive’s Employee's employment with the Company under this Agreement 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 terminated pursuant to the provisions of Section 8(b5(b) or 5(d); , or if the employee's Employment Period is not renewed by the Company pursuant to Section 8(a)(4); Executive’s death; or upon expiration 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 Term after eight fiscal quarters following the Renewal Termquarter during which Employee's employment is terminated, beginning with such fiscal quarter; provided that the compensation and benefits escrow agreement will provide that all payments of Employee's severance pay will cease if Employee breaches any of the Executive provisions of Section 7 of this Agreement. Employee shall also be entitled to receive from 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 be limited to:not accelerate the vesting of unvested Options or Stock Appreciation Rights (as such terms are defined in the 1999 Management Incentive Plan) held by the Employee (if any). (ib) her 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 annual base salary pursuant to Section 4 through the termination date, payable Base Salary in accordance with the Company’s standard payroll practices; '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) any reimbursable expenses 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 Executive has not yet been reimbursed as death or disability of the termination date; and 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), (iiid) any other rights and vested benefits (e) of this Agreement shall cease. Options and Stock Appreciation Rights held by the Employee (if any) provided under employee benefit plans shall expire on the dates upon which such Option and programs Stock Appreciation Rights would have expired had it not been for the termination of Employee's employment or service. The Employee shall have the Company, determined in accordance with the applicable terms right to exercise such Options and provisions of Stock Appreciation Rights prior to 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 expiration to the amounts in Subsection (a) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, extent such were exercisable at the rate in effect on the date of such termination of employment or service and any Performance Bonus thatshall not have been exercised. In addition, as of the date of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s Employee's employment with shall not accelerate the Company, but beginning no earlier than fifteen vesting of any unvested Options or Stock Appreciation Rights held by the Employee (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9if any). (c) Notwithstanding anything in this Agreement If the Employee terminates his employment pursuant to the contrary, Executive’s right Section 5(a) and continues to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery provide services to the Company of a general release of all claims against 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 pursuant to Section 5(a) or Section 5(c), Employee shall be entitled to no bonus or benefits pursuant to this Agreement, and the Employee's right to exercise an Option or a Stock Appreciation Right (if any) shall terminate, and such Option or Stock Appreciation Right shall expire, on the day of such termination of employment or service. In addition, the Company or its officers, directors, employees, subsidiaries and affiliates, designee shall have the right to purchase all or a portion of the vested Options and/or Shares (as defined in the form attached hereto 1999 Management Incentive Plan) acquired upon the exercise of Options (if any) by the Employee at a per share price equal to the lower of (i) the price paid by Employee for such Shares which have been issued or which are issuable under vested but unexercised Options and (ii) the fair market value (as Exhibit A, determined in accordance with Section 2.07 of the Investors Agreement dated as amended 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. The Company or its designee shall also have the right to purchase all or a manner satisfactory 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 between the Company and the several Shareholders (as defined therein) from time to time parties thereto) of the “Release”), within forty-five (45) days Shares on the date of her termination date, and that she does not revoke purchase by the Release during Company. If the seven (7) day period thereafter. Subject Company elects to Section 14 below, the severance payments exercise its right under this Section 9 will begin no earlier than fifteen 6(c), the Company shall deliver written notice (15a "Purchase Notice") to the Employee to such effect within 30 days after the Executive has executed, delivered and not revoked the Release as required under of a termination of Employee's employment. For purposes of this Section 96(c), the "date of purchase" shall 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 interest 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. (ai) In If, during the event the Executive’s employment with term of this Agreement, the Company is terminated: by 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 his Base Compensation for Cause a period of three (3) months if such termination occurs within the Employee’s first nine (9) months of Employment or Disability 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 Sections 8(cPart 2(e) of the Planetout Partners, Inc. Performance and Equity Participation (PEP) Plan as adopted on January 22, 2002 (the “PEP Plan”)) and 8(d) above); by non-renewal by the Executive; by the Executive pursuant to Section 8(b); by the Company pursuant terminates the Employee’s Employment (including through “Constructive Termination” as defined below) for any reason other than Cause or Permanent Disability, then, subject to Section 8(a)(4); Executive’s death; or upon expiration the “Parachute Payment” provisions of paragraph 5(d) of the Term after PEP Plan (as if such provisions were a full part of this agreement, even if such plan is not in effect at the Renewal Termtime of a Change of Control), the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: pay the Employee his Base Compensation for a period of six (i6) her then-current annual base salary pursuant to Section 4 through months following the termination dateof his Employment (the “Change of Control Continuation Period”), payable 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 paid at the rate in effect at the time of the termination of Employment and in accordance with the Company’s standard payroll practices; 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 such stock options or other equity instruments, as if the Employee provided the greater of either (iiA) 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) of this Section 9, the Executive shall also be entitled to receive severance pay equal to another six (6) months of her annual base salary 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 Employee has not agreed in writing; (ii) any elimination of a material benefit provided to the Employee pursuant to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, as of the date of termination, has been earned by the Executive but has not yet been paid by employment with the Company to which the Executive. This severance pay shall be paid 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 the Executive in equal increments in accordance with a reasonable business need or condition; (iii) the Company’s standard payroll practices over the six (6) month period following the date failure to cure any material breach by it of the termination terms of this Agreement within a reasonable time following written notice from the Executive’s employment with Employee to the Company, but beginning no earlier than fifteen ’s Board of Directors. The provisions of subparts (15i) days after the Executive’s execution and non-revocation of the Release required by Subsection through (ciii) of this Section 9. subparagraph b(iii) shall not apply if any Cause (cas defined in subsection (d) Notwithstanding anything in this Agreement below) has occurred, and, if curable pursuant to the contrary, Executive’s right to receive any severance benefits under Subsection subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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”d), has not been cured within forty-five the period of time permitted pursuant to subsection (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 revoked the Release as required under this Section 9d).

Severance Pay. (a) In the event Notwithstanding any other provision of this Agreement, if the Executive’s 's employment with the Company is terminated: by the Company for Cause (or Disability (as defined in Sections 8(cis deemed) and 8(d) above); by non-renewal by the Executive; by the Executive pursuant to Section 8(b); terminated by the Company pursuant to Section 8(a)(4); Executive’s death; or upon expiration of the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to:14(a): (i) her then-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the Company’s standard payroll practices; (ii) any reimbursable expenses for which Company shall pay the Executive has not yet been reimbursed as of the termination date; and (iii) any accrued but unpaid Salary, prorated Annual Cash Bonus, prorated vacation, and 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) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, 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), has been 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 but has not yet been paid in any one of the three (3) calendar years immediately preceding the calendar year in which the termination occurs; (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); (iv) the ownership of all 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 options, determined without regard to any early termination of such options resulting from the Executive's termination of employment and without regard to any post-termination restrictions on exercise of such options imposed because the options were originally granted as ISOs; and (v) to the extent application of the provisions of paragraph (iv) next above causes any options which were originally granted as ISOs to fail to satisfy the requirements of section 422 of the Code, such options shall thereafter be considered for all purposes as nonqualified stock options. This severance Other than as provided herein, if the Executive's employment is terminated by the Company pursuant to Section 14(b) hereof, the Company shall pay to 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. Any benefit payable pursuant to this Section 16 shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six a lump-sum within thirty (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (1530) days after the Executive’s execution and non-revocation 's termination of the Release required by Subsection (c) of this Section 9employment. (cb) Notwithstanding anything in this Agreement 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 contrarytax 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), Executive’s right to receive any the Company shall "gross-up" such severance benefits under Subsection (b) payments so that the amount received by the Executive after payment of this Section 9 such Excise Tax shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery equal to the Company of a general release of all claims against the Company, its officers, directors, employees, subsidiaries and affiliates, in the form attached hereto as Exhibit A, as amended from time amount 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 which the Executive has executed, delivered and not revoked the Release as required under this Section 9was entitled prior to application of such Excise Tax.

Severance Pay. (a) In the event the Executive’s Any classified Employee or Assistant City Attorney who is involuntarily laid off from their 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 the Term after the Renewal TermCity, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: (i) her then-current annual base salary pursuant severance payments for a severance period equal to Section 4 through the termination date, payable in accordance with the Companyfour months of that Employee’s standard payroll practices; (ii) any reimbursable expenses for which the Executive has not yet been reimbursed Monthly Pay as of the termination date; and (iii) any other rights and vested benefits (if any) provided under employee benefit plans and programs final day of the Companyemployment, determined in accordance with the applicable terms and provisions plus one additional week, calculated at .23 of such plans and programs. (b) If the Executivethat Employee’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) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, Monthly Pay as of the date final day of terminationemployment, has been for each year of service in excess of 16 years, with total payment not to exceed 26 weeks. Such payments shall include salary, earned by the Executive but has not yet been paid by the Company longevity award, and any other contractual monthly payments customarily made to Employee. Employer shall continue any severed Employee’s hospital-medical, life, and dental coverages, including monthly employer premium cost-sharing, to the Executivesame extent as active employees during the severance period. A correctly calculated portion of the severed Employee’s severance payments shall be made to the Employee each pay period during the severance period. However, on the pay date following four pay periods of severance payments, the Employer shall pay the total remaining severance payment amount to the Employee. If the severed Employee returns to any position with the Employer during his or her severance period, severance payments shall cease and Employee shall forfeit any remaining severance amounts not already paid. Unless specifically provided for in this Article 18, a severed Employee shall not receive or be eligible for any additional benefit provided under this Agreement during the severance period other than re- employment rights set forth in Article 30. Except for Assistant City Attorneys, when an Employee’s employment shall cease as described in this article, the Employer may, at its sole discretion, offer that Employee a different position. If pay in the new position is equal to or greater than the pay of the position the Employee is leaving, then no severance pay is due under this article. If the pay of the new position is less than that of the old one, then the Employee shall continue to receive the pay rate of the position the Employee is leaving for the severance period calculated above. This severance pay shall be paid Article does not apply to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the CompanyEmployees discharged for cause, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contraryprobationary Employees, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, its officers, directors, employees, subsidiaries and affiliates, in the form attached hereto as Exhibit A, as amended from time to time or Employees 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 revoked the Release as required under this Section 9provisional or substitute appointment.

Severance Pay. (a) In the event the Executive’s If Employee's employment with the Company is terminated: terminated by the Company AMS for Cause or Disability (any reason other than Cause, 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; below, death or upon expiration of the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: disability (i) Employee shall continue to receive his/her then-current annual then base salary pursuant to Section 4 through (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination dateperiodically, payable in accordance with the Company’s standard AMS's prevailing payroll practices; (ii) any reimbursable expenses , for which the Executive has not yet been reimbursed as a period 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) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on following the date of such termination (the "Severance 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 Performance Bonus that, health and welfare benefits provided to him/her as of the date of terminationsuch termination during the Severance Term, has been earned by on the Executive but has not yet been paid by same basis and at the Company 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"), as if his employment had then terminated. In the event Employee accepts other employment prior to the Executive. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the last date of the termination Severance Term, Employee shall forthwith notify AMS and AMS shall be entitled to set off from amounts and benefits due Employee under this Section 8 (other than in respect of the Executive’s employment with bonus) the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution amounts paid to and non-revocation benefits received by Employee in respect of the Release required by Subsection (c) of such other employment. The payments and benefits to be provided to Employee as set forth in this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive 8 shall be lieu of any and all benefits otherwise provided under any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Companypay policy, its officers, directors, employees, subsidiaries and affiliates, in the form attached hereto as Exhibit A, as amended plan or program maintained from time to time in a manner satisfactory by AMS for its employees. Notwithstanding the March 31, 1999 letter from AMS to the Company (the “Release”)Employee, 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 8 shall not revoked the Release as required under this Section 9be payable if Employee's employment is terminated due to Employee's death.

Severance Pay. (a) In the event Notwithstanding any other provision of this Agreement, if the Executive’s 's employment with the Company is terminated: by the Company for Cause (or Disability (as defined in Sections 8(cis deemed) and 8(d) above); by non-renewal by the Executive; by the Executive pursuant to Section 8(b); terminated by the Company pursuant to Section 8(a)(4); Executive’s death; or upon expiration of the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to:13(a): (i) her then-current annual base salary pursuant to Section 4 through the termination dateCompany shall pay the Executive any accrued but unpaid Salary, payable in accordance with prorated vacation, prorated cash bonus and any other amounts accrued but unpaid as of the Company’s standard payroll practicesdate 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, 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 reimbursable expenses for one of the three (3) calendar years immediately preceding the calendar year in which the Executive has not yet been reimbursed as of the termination dateoccurs; 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 shall continue all medical, dental and life insurance benefits at the conclusion of the Initial Term because of a non-renewal by the Company, in addition no cost to the amounts in Subsection Executive for twelve (a12) of this Section 9months, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect 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 Internal Revenue Code of 1986, as amended (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 the Company pursuant to Section 13(b) hereof, the Company shall pay to the Executive any accrued but unpaid Salary, prorated vacation, prorated cash bonus and any Performance Bonus that, other amounts accrued but unpaid as of the date of termination, has been earned by the Executive but has not yet been paid by the Company . Any benefit payable pursuant to the Executive. This severance pay this Section 15 shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six a lump-sum within thirty (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (1530) days after the Executive’s execution and non-revocation 's termination of the Release required by Subsection (c) of this Section 9employment. (cb) Notwithstanding anything in this Agreement 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 contrarytax 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), Executive’s right to receive any the Company shall "gross up" such severance benefits under Subsection (b) payments so that the amount received by the Executive after payment of this Section 9 such Excise Tax shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery equal to the Company of a general release of all claims against the Company, its officers, directors, employees, subsidiaries and affiliates, in the form attached hereto as Exhibit A, as amended from time amount 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 which the Executive has executed, delivered and not revoked the Release as required under this Section 9was entitled prior to application of such Excise Tax.

Severance Pay. (a) If the Company terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason, Executive shall be eligible to receive a severance payment (the “Severance Payment”) equal to (i) twelve (12) months of Executive’s Base Salary, (ii) any Annual Bonus not yet paid for the preceding fiscal year, and (iii) the premiums (other than any portion that would be paid by Executive if still employed by the Company) for twelve (12) months’ continued coverage under the Company’s group health plan for Executive and Executive's eligible dependents, provided that Executive elects and remains eligible for continued coverage under COBRA. In the event the Company terminates Executive’s employment with the Company is terminated: by the Company for without Cause or Disability Executive terminates Executive’s employment for Good Reason, in connection with a Change of Control (as defined in Sections 8(cthe Keypath Education International, Inc. 2021 Equity Incentive Plan) 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 the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: (i) her then-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the 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 the Severance Payment shall also include a pro-rated portion of the Annual Bonus for the then current fiscal year, if the Board determines, in accordance its sole judgment, that the Company is on target, as of Executive’s termination to meet the Company’s full fiscal year budget. The Severance Payment, less applicable withholdings, will be made in equivalent installments at the Company’s regular payroll intervals, provided that Executive complies with the applicable terms and provisions of such plans and programsconditions set forth in Section 3.2(b). Except as otherwise set forth in this Section 3.2(a), the Company shall not be obligated to provide Executive with any compensation or benefits beyond Executive’s Termination Date, other than as required by law. (b) If To receive the Executive’s employment with the Company is terminated: during the Term by the Company without Cause pursuant Severance Payment, Executive must execute and return to Section 8(a)(5); or at the conclusion of the Initial Term because of a non-renewal by the Company, in addition to within the amounts in Subsection (a) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, as of the date of termination, has been earned time frame designated by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a separation agreement containing a general release and waiver of all claims against the Company, its Affiliates and each of their respective officers, directors, employeesmembers, subsidiaries managers, partners and affiliatesshareholders 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 the form attached hereto as substantially similar to Exhibit A, as amended from time to time in a manner satisfactory to B hereto. Any obligation of the Company to make the Severance Payment shall cease upon (i) Executive’s death; (ii) any reasonable determination by the “Release”), within forty-five Company that Executive has breached Executive’s obligations in Article IV; or (45iii) days of her termination date, and any reasonable determination by the Company that she does not revoke the Release Executive committed acts constituting Cause during the seven Employment Term. (7c) day period thereafter. Subject to Section 14 below, the severance payments under For purposes of this Section 9 will begin no earlier than fifteen (15) days after the Executive has executed, delivered and not revoked the Release as required under this Section 9.Agreement:

Severance Pay. (a) In the event the Executive’s employment with If 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 the Term after the Renewal Termterminates this Agreement without cause, the compensation and benefits the Executive shall be entitled (except as provided in Section 5.3) to receive from severance equal to the Company shall be limited to: (i) her sum of one-half of Executive's then-current annual base salary pursuant Base Salary, plus one-half of the average bonus paid to Section 4 through Executive during the termination dateprior two calendar years, payable in accordance with plus one half of the Company’s standard payroll practices; split dollar contribution made or accrued on behalf of Executive for the prior calendar year (ii) any reimbursable expenses for which "Adjusted Compensation Amount"). Such severance shall be paid to the Executive has not yet been reimbursed as follows: one-half within 15 days following the effective date of termination and the balance in equal monthly installments payable on the first business day of each month over the six months following the effective date of termination. The Executive shall also be entitled to receive 100% of the termination date; and Policy Reserves for his account as defined in the Split Dollar Agreement (iiiexcluding any amounts referred to above), 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) any other rights and vested 1.5(b) until the earlier of (x) the date Executive commences receiving similar benefits from another employer or (if anyy) provided under employee benefit plans and programs six (6) months following the effective date of the Company, determined in accordance with the applicable terms and provisions of such plans and programstermination. (b) If the Executive’s employment Executive terminates this Agreement with "good reason" the Company is terminated: during the Term by the Company without Cause pursuant Executive shall be entitled to severance as provided in 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 (a2.5(a) of this Section 9, the above and Executive shall also be entitled to continue to receive severance pay equal all benefits referred to six (6in Section 2.5(a) months of her annual base salary pursuant during the period referred to in Section 4, at the rate in effect on the date of termination and any Performance Bonus that, as of the date of termination, has been earned by the 2.5(a). The Executive but has not yet been paid by the Company may terminate his employment upon written notice to the Executive. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) effective immediately upon the occurrence of "good reason" provided that such notice must be given by Executive within 60 days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9event constituting "good reason". (c) Notwithstanding anything Executive shall not be entitled to severance pay or other compensation from the Company if the Term ends pursuant to Section 2.1 (a), (b), or (c), if Executive leaves the Company voluntarily, or if Executive is terminated for cause 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, but not limited to, the Split Dollar Agreement) in accordance with its terms. (d) Executive agrees that the above severance pay, or any severance pay as provided in Section 5.3, will constitute an adequate and complete severance in the event of termination or expiration of this Agreement to as provided herein, and Executive waives any other claims for compensation or severance or other liability from the contrary, Executive’s right to receive any severance benefits under Subsection (b) Company in the event of termination or expiration of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the CompanyAgreement except for earned paid absences, its officers(vacation, directorssick, 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 (45or personal days) 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 revoked the Release as required under this Section 9or Vested Sums.

Severance Pay. Upon an Event of Termination, the Bank or Company shall pay to the Executive (a) In or, in the event of the Executive’s employment with death after the event described in Section 7(a) has occurred, the Bank or Company is terminated: by the Company for Cause or Disability (as defined in Sections 8(c) and 8(d) above); by non-renewal by shall pay to the Executive; by ’s surviving spouse, beneficiary or estate) an amount equal to the Executive pursuant to Section 8(b); by the Company pursuant to Section 8(a)(4); Executive’s death; or upon expiration of the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited tofollowing: (i) her then-the sum of (1) the Executive’s earned but unpaid Base Salary, the Executive’s business expenses that have not been reimbursed by the Company or the Bank, the Executive’s Annual Cash Bonus for the fiscal year immediately preceding the fiscal year in which the Event of Termination occurs (the “Recent Bonus”) if such bonus has not been paid as of the date of the Event of Termination, and any accrued vacation pay if such amounts have not been paid as of the Event of Termination (the “Accrued Obligations”), and (2) an amount equal to the product of (x) the Recent Bonus and (y) a fraction, the numerator of which is the number of days in the current annual base salary pursuant fiscal year through the date of termination, and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 4 through 409A of the Internal Revenue Code of 1986 (the “Code”) to defer any portion of the Base Salary or the Annual Cash Bonus described in this clause, then for purposes of this Section 7(b)(i), such election shall remain effective and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and (A) the amount equal to the product of (1) three and (2) the sum of (x) Executive’s Base Salary and (y) the Recent Bonus; (B) an amount equal to Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which Executive participates as of immediately prior to the date of termination date(or, payable if more favorable to Executive, the plans as in accordance effect immediately prior to the Effective Date) (collectively, the “Savings Plans”) that Executive would receive if Executive’s employment continued for the three-year period following the date of termination (the “Benefits Period”), assuming for this purpose that (A) Executive is fully vested in the right to receive employer contributions under such plans; (B) Executive’s compensation during each year of the Benefits Period is equal to the Base Salary and the Recent Bonus, and such amounts are paid in equal installments ratably over each year of the Benefits Period; (C) Executive received an annual bonus with respect to the year in which the date of termination occurs equal to the Pro Rata Bonus, only if a contribution in respect of the compensation described in this clause (C) has not already been credited to Executive under the Savings Plans; (D) the amount of any such employer contributions is equal to the maximum amount that could be provided under the terms of the applicable Savings Plans for the year in which the date of termination occurs (or, if more favorable to Executive, or in the event that as of the date of termination the amount of any such contributions for such year is not determinable, the amount of contribution that could be provided under the Savings Plans for the plan year ending immediately prior to the Effective Date) for a participant whose compensation is as provided in clauses (B) and (C) above; and (E) to the extent that the employer contributions are determined based on the contributions or deferrals of Executive, disregarding Executive’s actual contributions or deferral elections as of the date of termination and assuming that Executive had elected to participate in the Savings Plans and to defer that percentage of Base Salary and/or annual bonus under the Savings Plans that would result in the maximum possible employer contribution; (C) an amount equal to the product of (A) the sum of (x) 150% of the monthly premiums for coverage under the Company’s standard payroll practicesor and its Affiliates health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and his or her spouse and dependents as of immediately prior to the date of termination, and (y) 150% of the monthly premium for coverage (based on the rate paid by the Company and its Affiliates for active employees) under the life insurance plans of the Company and its Affiliates, in each case, based on the plans and at the levels of participation in which Executive participates as of immediately prior to the date of termination (or, if more favorable to Executive, the plans as in effect immediately prior to the Effective Date), and (B) the number of months in the Benefits Period; (ii) any reimbursable expenses for the Company shall, at its sole expense as incurred, provide Executive with outplacement services the scope and provider of which shall be selected by the Executive has Company prior to the Effective Date; provided, further, that such outplacement benefits shall end not yet been reimbursed as later than the last day of the termination datesecond calendar year that begins after the date of termination; and (iii) if the Executive receives payments and benefits pursuant to Section 7(b) of this Agreement, Executive shall not be entitled to any duplicative severance pay or duplicative benefits under any severance plan, program or policy of the Company and its Affiliates, unless otherwise specifically provided therein in a specific reference to this Agreement, and to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other rights and vested amounts or benefits (if any) required to be paid or provided or that Executive is eligible to receive under employee benefit plans and programs any plan, program, policy or practice or contract or agreement of the Company, determined Company and its Affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) 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 underlying plans or agreements. Without limiting the generality of a non-renewal by the Companyforegoing, in addition to the amounts in Subsection (a) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at all rights and benefits set forth in the rate in effect on the date of termination plans and any 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. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the agreements governing Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9outstanding equity awards. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.

Severance Pay. (a) In the event the Executive’s employment with the Company is terminated: by the Company for Cause or Disability (as defined of a Change 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 Control of the Term Corporation and the Employee’s Involuntary Termination of Employment within eighteen (18) months after such Change in Control of the Renewal TermCorporation, the compensation and benefits the Executive Employee shall be entitled to receive from the Company shall be limited tofollowing: (i) her then-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the 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) of this Section 9, the Executive shall also be entitled to receive severance Severance pay equal to six Two Hundred Percent (6200%) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any 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 ExecutiveEmployee’s Compensation. This Such severance pay shall be paid to due and payable in full in one lump sum payment (less all income tax, employment tax and other withholdings) on the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period 30th day following the date of the Employee’s termination of employment (or on the Executive60th 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 of his cost for participating in the Corporation’s employment with health and medical plan to the Companyextent, and for the period of time (but beginning no earlier than fifteen (15) days not to exceed 18 months after the Executive’s execution and non-revocation date of the Release required by Subsection 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 (c) “COBRA Coverage”). Notwithstanding the foregoing provisions of this Section 9.2(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) Notwithstanding anything in this Agreement to the contrary, ExecutiveThe Employee’s right to receive any exercise then-outstanding and vested options granted to the Employee to acquire stock of the Corporation shall be extended to the first to occur of (i) the second anniversary of the date of the Employee’s Involuntary Termination of Employment or (ii) the date(s) such option or options would otherwise 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 Subsection (bthe Older Workers Benefit Protection Act of 1990) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 date of his termination of employment, to execute and 7 and her execution and delivery deliver to the Company 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 general waiver and release of all claims he, his heirs, executors, administrators, personal representatives, successors and assigns may have against the Company, Corporation and its officers, directors, employees, subsidiaries agents, successors and affiliatesassigns 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 attached hereto as Exhibit A, as amended from time to time in a manner satisfactory to determined by the Company Board (the “Release”), within forty-five (45) days which form of her Release shall be provided to the Employee upon the date of 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 revoked the Release as required under this Section 9of employment.

Severance Pay. Upon an Event of Termination, the Bank or Company shall pay to the Executive (a) In or, in the event of the Executive’s employment with death after the event described in Section 7(a) has occurred, the Bank or Company is terminated: by the Company for Cause or Disability (as defined in Sections 8(c) and 8(d) above); by non-renewal by shall pay to the Executive; by ’s surviving spouse, beneficiary or estate) an amount equal to the Executive pursuant to Section 8(b); by the Company pursuant to Section 8(a)(4); Executive’s death; or upon expiration of the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited tofollowing: (i) her then-the sum of (1) the Executive’s earned but unpaid Base Salary, the Executive’s business expenses that have not been reimbursed by the Company or the Bank, the Executive’s Annual Cash Bonus for the fiscal year immediately preceding the fiscal year in which the Event of Termination occurs (the “Recent Bonus”) if such bonus has not been paid as of the date of the Event of Termination, and any accrued vacation pay if such amounts have not been paid as of the Event of Termination (the “Accrued Obligations”), and (2) an amount equal to the product of (x) the Recent Bonus and (y) a fraction, the numerator of which is the number of days in the current annual base salary pursuant fiscal year through the date of termination, and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 4 through 409A of the Internal Revenue Code of 1986 (the “Code”) to defer any portion of the Base Salary or the Annual Cash Bonus described in this clause, then for purposes of this Section 7(b)(i), such election shall remain effective and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and (A) the amount equal to the product of (1) three and (2) the sum of (x) Executive’s Base Salary and (y) the Recent Bonus; (B) an amount equal to Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored ​ by the Company or its affiliates, in which Executive participates as of immediately prior to the date of termination date(or, payable if more favorable to Executive, the plans as in accordance effect immediately prior to the Effective Date) (collectively, the “Savings Plans”) that Executive would receive if Executive’s employment continued for the three-year period following the date of termination (the “Benefits Period”), assuming for this purpose that (A) Executive is fully vested in the right to receive employer contributions under such plans; (B) Executive’s compensation during each year of the Benefits Period is equal to the Base Salary and the Recent Bonus, and such amounts are paid in equal installments ratably over each year of the Benefits Period; (C) Executive received an annual bonus with respect to the year in which the date of termination occurs equal to the Pro Rata Bonus, only if a contribution in respect of the compensation described in this clause (C) has not already been credited to Executive under the Savings Plans; (D) the amount of any such employer contributions is equal to the maximum amount that could be provided under the terms of the applicable Savings Plans for the year in which the date of termination occurs (or, if more favorable to Executive, or in the event that as of the date of termination the amount of any such contributions for such year is not determinable, the amount of contribution that could be provided under the Savings Plans for the plan year ending immediately prior to the Effective Date) for a participant whose compensation is as provided in clauses (B) and (C) above; and (E) to the extent that the employer contributions are determined based on the contributions or deferrals of Executive, disregarding Executive’s actual contributions or deferral elections as of the date of termination and assuming that Executive had elected to participate in the Savings Plans and to defer that percentage of Base Salary and/or annual bonus under the Savings Plans that would result in the maximum possible employer contribution; (C) an amount equal to the product of (A) the sum of (x) 150% of the monthly premiums for coverage under the Company’s standard payroll practicesor and its Affiliates health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and his or her spouse and dependents as of immediately prior to the date of termination, and (y) 150% of the monthly premium for coverage (based on the rate paid by the Company and its Affiliates for active employees) under the life insurance plans of the Company and its Affiliates, in each case, based on the plans and at the levels of participation in which Executive participates as of immediately prior to the date of termination (or, if more favorable to Executive, the plans as in effect immediately prior to the Effective Date), and (B) the number of months in the Benefits Period; (ii) any reimbursable expenses for the Company shall, at its sole expense as incurred, provide Executive with outplacement services the scope and provider of which shall be selected by the Executive has Company prior to the Effective Date; provided, further, that such outplacement benefits shall end not yet been reimbursed as later than the last day of the termination datesecond calendar year that begins after the date of termination; and (iii) if the Executive receives payments and benefits pursuant to Section 7(b) of this Agreement, Executive shall not be entitled to any duplicative severance pay or duplicative benefits under any severance plan, program or policy of the Company and its Affiliates, unless otherwise specifically provided therein in a specific reference to this Agreement, and to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other rights and vested amounts or benefits (if any) required to be paid or provided or that Executive is eligible to receive under employee benefit plans and programs any plan, program, policy or practice or contract or agreement of the Company, determined Company and ​ its Affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) 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 underlying plans or agreements. Without limiting the generality of a non-renewal by the Companyforegoing, in addition to the amounts in Subsection (a) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at all rights and benefits set forth in the rate in effect on the date of termination plans and any 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. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the agreements governing Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9outstanding equity awards. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.

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(b8(b)(1); by the Company pursuant to Section 8(a)(4); Executive’s death; or upon expiration of the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: (i) her his then-current annual base salary pursuant to Section 4 payable through and including the termination date, payable date in accordance with the 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); by the Executive for Good Reason pursuant to Section 8(b)(2); or at the conclusion of the Initial Term because of a non-renewal by the CompanyCompany or by the Executive after good faith negotiation, in addition to the amounts in Subsection (a) of this Section 9, : (i) the Executive shall also be entitled to receive severance pay equal to six (6) months of her his annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any 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 ExecutiveExecutive and (ii) all Stock Options shall vest immediately upon such termination. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her his restrictive covenants in Sections 5 and 7 and her his execution and delivery to the Company of a general release of all claims against the Company, 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 Executive’s termination date, and that she he 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 revoked the Release as required under this Section 9.

Severance Pay. The Company shall pay severance benefits to the Executive equal to the product of [one and one-half (a) In 1.5)] [Chief Executive Officer – two (2)] times the event sum of the Executive’s employment with the Company is terminated: by the Company for Cause or Disability (as defined following amounts, subject to any applicable limitations in Sections 8(c3(f) and 8(d3(g) 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 the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited tobelow: (i) his or her then-current annual base salary pursuant to Section 4 through as in effect on the termination dateTermination Date, payable or, if applicable, the date of a Change in accordance with the Company’s standard payroll practices;Control, plus (ii) any reimbursable expenses for his or her target annual bonus under the Incentive Plan in effect in the calendar year in which the Executive has not yet been reimbursed as of the termination date; andTermination Date occurs, plus (iii) any other rights the amount that would have been required to be allocated to the Executive’s account (assuming that he elected the maximum employee contribution) for the year immediately preceding the year in which the Termination Date occurs under the Company’s 401(k) retirement plan, including the Company 401(k) matching contribution and vested benefits (if any) provided under employee benefit plans and programs profit-sharing provisions 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 supplemental non-renewal by qualified defined contribution plan (the Company, in addition to the “Supplemental Plan”). Such severance amounts in Subsection (a) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any 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. This severance pay described above shall be paid to the Executive in equal increments in accordance with regular installments for [eighteen (18)] [Chief Executive Officer – twenty-four (24)] months through the Company’s standard normal payroll practices over process and on the six (6) month Company’s normal payroll dates commencing within 30 days following his or her Termination Date; provided, however, that if such 30-day period following begins in a first taxable year and ends in a second taxable year, such severance amounts shall commence no earlier than the first payroll date of the termination second taxable year. Notwithstanding anything to the contrary in this Section 3(b), for purposes of calculating a Change in Control Benefit, the multiplier in Section 3(b) above shall be changed to [two (2)] [Chief Executive Officer – three (3)] and the severance benefit shall be paid to the Executive in a single lump sum payment within 30 days following the Executive’s employment with Termination Date; provided, however, that if such 30-day period begins in a first taxable year and ends in a second taxable year, such lump sum payment shall be paid to the CompanyExecutive in the second taxable year; provided, but beginning no earlier than fifteen (15) days after however, if the Executive’s execution and non-revocation Change in Control is not a “change in control” event within the meaning of Section 409A of the Release required by Subsection Code, then the Change in Control Benefit shall be paid in regular installments for [eighteen (c) of this Section 9. 18)] [Chief Executive Officer – twenty-four (c) Notwithstanding anything 24)] months as provided in this Agreement the prior paragraph to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as extent required under this Section 9.409A of the Code

Severance Pay. (ai) In If, during the event the Executive’s employment with term of this Agreement, the Company is terminated: by terminates the Company Employee's Employment (including through "Constructive Termination" as defined below) for any reason other than 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 the Term after the Renewal TermPermanent Disability, the compensation and benefits the Executive shall be entitled to receive from then the Company shall be limited to: pay the Employee his Base Compensation for a period of twelve (i12) her then-current annual base salary pursuant to Section 4 through months following the termination dateof his Employment (the "Base 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, payable 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 Company’s 's standard payroll practices;procedures (ii) any reimbursable expenses for which the Executive has not yet been reimbursed If, within sixteen (16) months following a Change of Control (as defined in Part 2(e) of the termination date; and Planetout Partners, Inc. Performance and Equity Participation (iiiPEP) 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 rights and vested benefits (if anythan Cause or Permanent Disability, then, subject to the "Parachute Payment" provisions of paragraph 5(d) provided under employee benefit plans and programs of the CompanyPEP Plan (as if such provisions were a full part of this agreement, determined even if such plan is not in accordance with effect at the applicable terms 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"), and provisions shall accelerate the vesting of any outstanding stock options such plans and programs. that the Employee will become vested in an additional number of shares subject to such stock options, as if the Employee provided the greater of either (bA) If the Executive’s employment another nine (9) months of service with the Company is terminated: during the Term by the Company without Cause pursuant to Section 8(a)(5); or at the conclusion (B) 50% of the Initial Term because of a non-renewal by the Company, in addition to the amounts in Subsection (a) of this Section 9, the Executive remaining unvested shares. Such Base Compensation shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, paid at the rate in effect on at the date of termination and any Performance Bonus that, as time of the date termination of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments Employment and in accordance with the Company’s 's standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9procedures. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.

Severance Pay. 38.01 The Employer shall continue past practice in giving all reasonable consideration to continued employment in the Employer’s service of employees who would otherwise be laid off because of the elimination of their positions due to lack of work, technological changes, structural changes, changes in the work process or contracting out. 38.02 Should a continuous position be eliminated in a section where several employees perform the same duties, lay-offs shall be based on competence and seniority, with seniority becoming increasingly significant after five (5) years. 38.03 Except when he or she receives an amount in lieu of notice, in whole or in part, as provided below, a laid-off continuous employee shall maintain call-back priority for eighteen (18) months from the date of the lay-off. Seniority shall not be interrupted if the continuous employee is called back to work within this time. 38.04 Aside from severance pay pursuant to clauses 38.11 and 38.13, a laid-off employee shall receive notice as specified in the Human Resources Manual or, at the Employer’s discretion, (a) In an amount equivalent to what he or she would have earned if he or she had remained employed for 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 duration of the Term after the Renewal Termnotice, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: (i) her then-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the 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.or (b) If any combination of notice and equivalent amount, not to exceed the Executive’s original term of the notice. 38.05 Severance benefits payable to an employee under this article shall be reduced by any period of continuous employment with in respect of which the Company is terminated: during employee was already granted any type of termination benefit. Under no circumstances shall the Term by the Company without Cause maximum severance pay provided under clauses 38.11 and 38.16 be pyramided. For greater certainty, payments made pursuant to Section 8(a)(5); clauses 38.15 to 38.18 of Appendix D or at similar provisions in other collective agreements shall be considered as a termination benefit for the conclusion administration of the Initial Term because of a non-renewal by the Company, in addition this clause. 38.06 Employees who were subject to the amounts payment in Subsection lieu of severance for the elimination of severance pay for voluntary separation (aresignation and retirement) of this Section 9and who opted to defer their payment, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at former provisions outlining the rate payment in effect on the date of termination and any 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. This severance pay shall be paid to the Executive lieu are found in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.Appendix D.

Severance Pay. 5.1 In the event that (a) In 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 any 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, 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 continue to pay an amount of severance (the "Severance Compensation") to the Employee at the rate and in the manner provided in Section 3.1 hereof, including an amount equal to the Target Bonus, and shall continue to allow the Employee to participate in the insurance, medical and disability plans (to the extent permitted by such plans) in which the Employee shall have been participating at the date of termination. As long as the Severance Compensation is being paid, 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 the only obligations of the Company to the Employee in the event of a termination pursuant to clauses (a) or (b) above. Notwithstanding the foregoing, the Company shall not in any case have any obligation to pay such Severance Compensation or allow such participation in the event of any material breach by the Employee of his obligations under this Agreement or in the event the Executive’s employment with the Company Employee 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 eligible to receive compensation pursuant to Section 8(b6 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 period in which Severance Compensation is being paid. 5.2 For purposes of this Agreement, the term "Cause" shall mean: (i) failure by the Employee to comply with any of the material terms of this 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); by or (vii) the Company failure of the Employee because of illness or other incapacity to render any services or perform any duties required pursuant to Section 8(a)(4); Executive’s death; or upon expiration 1 hereof for any period of the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: ninety (i90) her then-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the 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: consecutive days during the Term by the Company without Cause pursuant to Section 8(a)(5); Employment Period or at the conclusion of the Initial Term because of a non-renewal by the Company, in addition to the amounts in Subsection (a) of this Section 9, the Executive shall also be entitled to receive severance pay equal to for shorter periods aggregating more than six (6) months of her annual base salary pursuant to Section 4during the Employment Period ("Disability"); provided, at however, if the rate in effect on the date of termination and any Performance Bonus that, as of the date of termination, has been earned by the Executive but has not yet been paid by Employee should leave the Company under the circumstances described in (vii), he will be entitled to the Executive. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance such benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, its officers, directors, employees, subsidiaries and affiliates, as provided in the form attached hereto as Exhibit A, as amended from time to time in a manner satisfactory to the Company (the “Release”), within fortythen-five (45) days of her termination date, current long- 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 revoked the Release as required under this Section 9short-term disability plans.

Severance Pay. (ai) In If, during the event the Executive’s employment with term of this Agreement, the Company is terminated: by terminates the Company Employee's Employment (including through "Constructive Termination" as defined below) for any reason other than 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 the Term after the Renewal TermPermanent Disability, the compensation and benefits the Executive shall be entitled to receive from then the Company shall be limited to: pay the Employee his Base Compensation for a period of twelve (i12) her then-current annual base salary pursuant to Section 4 through months following the termination dateof his Employment (the "Base 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, payable 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 Company’s 's standard payroll practices;procedures. (ii) any reimbursable expenses for which the Executive has not yet been reimbursed If, within sixteen (16) months following a Change of Control (as defined in Part 2(e) of the termination date; and Planetout Partners, Inc. Performance and Equity Participation (iiiPEP) 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 rights and vested benefits (if anythan Cause or Permanent Disability, then, subject to the "Parachute Payment" provisions of paragraph 5(d) provided under employee benefit plans and programs of the CompanyPEP Plan (as if such provisions were a full part of this agreement, determined even if such plan is not in accordance with effect at the applicable terms 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"), and provisions shall accelerate the vesting of any outstanding stock options such plans and programs. that the Employee will become vested in an additional number of shares subject to such stock options, as if the Employee provided the greater of either (bA) If the Executive’s employment another nine (9) months of service with the Company is terminated: during the Term by the Company without Cause pursuant to Section 8(a)(5); or at the conclusion (B) 50% of the Initial Term because of a non-renewal by the Company, in addition to the amounts in Subsection (a) of this Section 9, the Executive remaining unvested shares. Such Base Compensation shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, paid at the rate in effect on at the date of termination and any Performance Bonus that, as time of the date termination of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments Employment and in accordance with the Company’s 's standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9procedures. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.

Severance Pay. (ai) In If, during the event the Executive’s employment with term of this Agreement, the Company is terminated: by terminates the Company Employee's Employment (including through "Constructive Termination" as defined below) for any reason other than 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 the Term after the Renewal TermPermanent Disability, the compensation and benefits the Executive shall be entitled to receive from then the Company shall be limited to: pay the Employee his Base Compensation for a period of nine (i9) her then-current annual base salary pursuant to Section 4 through months following the termination dateof his Employment (the "Base 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, payable in accordance with as if the 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) Employee 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) of this Section 9, the Executive shall also be entitled to receive severance pay equal to another six (6) months of her annual base salary pursuant to Section 4, service with the Company. Such Base Compensation shall be paid at the rate in effect on at the date of termination and any Performance Bonus that, as time of the date termination of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments Employment and in accordance with the Company’s 's standard payroll practices over procedures 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 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"), 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 the greater of either (A) another six (6) month period following months of service with the date Company or (B) 50% of the remaining unvested shares. Such Base Compensation shall be paid at the rate in effect at the time of the termination of Employment and in accordance with the Executive’s 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; (ii) any material reduction of Employee's Base Compensation to which the Employee has not agreed to in writing; (iii) any elimination of a material benefit provided to the Employee pursuant to employment with the Company to which the Employee has not agreed to 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; (iv) a relocation of place of employment more than sixty (60) miles from San Francisco, California; (v) the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation 's failure to cure any material breach by it of the Release required terms of this letter agreement within a reasonable time following written notice from the Employee to the Company's Board of Directors; or (vi) the actual occurrence of any "constructive termination" of the Employee by Subsection the Company under California law. The provisions of subparts (ci) through (iii) of this Section 9. subparagraph b(iii) shall not apply if any "cause" as defined in subparagraph (cd) Notwithstanding anything in this Agreement has occurred, and, if curable pursuant to the contrary, Executive’s right to receive any severance benefits under Subsection subparagraph (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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”d), within forty-five (45) days of her termination date, and that she does has 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 revoked the Release as required under this Section 9been cured.

Severance Pay. (a) In the event Notwithstanding any other provision of this Agreement, if the Executive’s 's employment with the Company is terminated: by the Company for Cause (or Disability (as defined in Sections 8(cis deemed) and 8(d) above); by non-renewal by the Executive; by the Executive pursuant to Section 8(b); terminated by the Company pursuant to Section 8(a)(4); Executive’s death; or upon expiration of the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to:13(a): (i) her then-current annual base salary pursuant to Section 4 through the termination dateCompany shall pay the Executive any accrued but unpaid Salary, payable in accordance with prorated Annual Cash Bonus, prorated vacation, and any other amounts accrued but unpaid as of the Company’s standard payroll practicesdate 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 reimbursable expenses for one of the three (3) calendar years immediately preceding the calendar year in which the Executive has not yet been reimbursed as of the termination dateoccurs; 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 shall continue all medical, dental and life insurance benefits at the conclusion of the Initial Term because of a non-renewal by the Company, in addition no cost to the amounts in Subsection Executive for twelve (a12) of this Section 9months, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect 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 the Company pursuant to Section 13(b) hereof, the Company shall pay to the Executive any accrued but unpaid Salary, prorated Annual Cash Bonus, prorated vacation, and any Performance Bonus that, other amounts accrued but unpaid as of the date of termination, has been earned by the Executive but has not yet been paid by the Company . Any benefit payable pursuant to the Executive. This severance pay this Section 15 shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six a lump-sum within thirty (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (1530) days after the Executive’s execution and non-revocation 's termination of the Release required by Subsection (c) of this Section 9employment. (cb) Notwithstanding anything in this Agreement 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 contrarytax 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), Executive’s right to receive any the Company shall "gross-up" such severance benefits under Subsection (b) payments so that the amount received by the Executive after payment of this Section 9 such Excise Tax shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery equal to the Company of a general release of all claims against the Company, its officers, directors, employees, subsidiaries and affiliates, in the form attached hereto as Exhibit A, as amended from time amount 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 which the Executive has executed, delivered and not revoked the Release as required under this Section 9was entitled prior to application of such Excise Tax.

Severance Pay. (a) In If the event Employee's employment under this Agreement shall be terminated prior to 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 the Term after term of employment by Employee for Good Reason, or by Manatron for any reason other than the Renewal Termdeath of Employee, the compensation and benefits the Executive disability of Employee as determined under subparagraph 4(b) above, or Cause as determined under subparagraph 4(c) above, Employee shall be entitled to receive from the Company following during the remainder of the term of employment (the "compensation period"); (a) Monthly severance payments which shall continue for the term of the compensation period. The amount of each monthly payment shall be limited toequal to Employee's monthly salary for the last full month immediately preceding his termination plus one-twelfth (1/12) of the lesser of: (i) her then-current his average annual base salary pursuant to Section 4 through bonus for the termination date, payable in accordance with the Company’s standard payroll practices;two (2) calendar years immediately preceding his termination; or (ii) any reimbursable expenses for which the Executive has not yet been reimbursed as sixty percent (60%) of the termination date; and (iii) any other rights and vested benefits (if any) provided under employee benefit plans and programs of total salary paid to Employee during the Company, determined in accordance with the applicable terms and provisions of such plans and programsone-year period immediately preceding his termination. (b) If continued treatment as an "employee" under any stock option, employee benefit or other long-term compensation arrangement for the Executive’s employment 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 Company is terminated: benefits which Employee would otherwise be entitled to receive under such plan or program; (c) out-placement services selected by Employee; (d) during the Term by compensation period, Manatron shall maintain in full force and effect for the Company without Cause pursuant continued benefit of Employee - 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 Section 8(a)(5); participate immediately prior to the date of his termination. In the event Employee's participation in any such plan is barred or at otherwise prevented, Manatron shall provide Employee with benefits substantially similar to and not less favorable than the conclusion of the Initial Term because of a non-renewal by the Company, benefits which Employee would otherwise be entitled to receive under such plan; (e) in addition to the amounts in Subsection (a) of this Section 9retirement benefits to which Employee is entitled under the Manatron, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any 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. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, its officers, directors, employees, subsidiaries and affiliates, in the form attached hereto as Exhibit AInc. Pension Plan, as amended from time to time in or any successor or predecessor plan (the "Pension Plan"), Manatron shall pay a manner satisfactory supplemental retirement benefit hereunder (the "Supplemental; Benefit"). The Supplemental Benefit, subject 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 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 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 subparagraph, the term "retirement benefit" shall include any benefit payable under the Pension Plan including any death benefit, disability benefit, survivors benefit or other benefit payable to Employee or with respect to Employee's participation in the Pension Plan; (f) a reimbursement for all legal fees and expenses incurred by Employee as a result of termination (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 similar 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 required to mitigate the amount of any payments of severance payments under benefits provided in this Section 9 will begin no earlier than fifteen (15) days 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 as a result of his employment with another employer after the Executive has executedtermination, delivered and not revoked the Release as required under this Section 9or otherwise.

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 the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: (i) her then-current annual base salary pursuant Employer chooses to Section 4 through terminate this Agreement without cause, prior to the termination dateAgreement's natural expiration date and so notifies the Employee, payable in accordance with the Company’s standard payroll practices; or (ii) any reimbursable expenses Employee chooses to terminate this Agreement with cause, then Employer shall pay to Employee severance pay of one-twelfth (1/12) of Employee's annual salary on a monthly basis ("Severance Pay") for (i) twenty-four (24) months or (ii) the amount of 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 agrees to release Employee from such restrictions. However, the Employer may extend the restriction period to such a date which is no later than thirty-six (36) months from the Executive has not yet been reimbursed as 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 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 extension of such plans restriction, and programsshall give Employee written notice thereof within fifteen (15) days of such termination. The benefits provided for under Paragraph 3.4(a), (b) and (c), above, shall continue to be applicable during any period of salary continuation under this Paragraph 3.5. (b) If In the Executive’s employment with the Company is terminated: during the Term by the Company without Cause pursuant to Section 8(a)(5); or event this Agreement terminates at the conclusion of the Initial Term because its natural expiration date, including termination as a result of a non-renewal notice of nonrenewal by the CompanyEmployer or Employee, in addition and Employer elects to enforce and bind Employee to the amounts in Subsection noncompetition restrictions of Paragraph 4.4 below, then Employer shall pay to Employee Severance Pay for each month of restriction for a period of time which is no later than twelve (a) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (612) months of her annual base salary pursuant to Section 4from the Agreement's natural expiration, at the rate in effect on the date of termination and any 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. This severance pay which time period shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9at Employer's election. (c) Notwithstanding anything in In the event that this Agreement is terminated by the Employer for cause and the Employer elects to enforce and bind Employee to the contrarynon-competition restrictions of Paragraph 4.4, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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, then Employer shall pay to Employee one-half of the severance payments under this Section 9 will begin no earlier than fifteen (15) days after Severance Pay over the Executive has executed, delivered and not revoked the Release as required under this Section 9nine-month restriction period of said Paragraph 4.

Severance Pay. (a) In the event Notwithstanding any other provision of this Agreement, if the Executive’s 's employment with the Company is terminated: by the Company for Cause (or Disability (as defined in Sections 8(cis deemed) and 8(d) above); by non-renewal by the Executive; by the Executive pursuant to Section 8(b); terminated by the Company pursuant to Section 8(a)(4); Executive’s death; or upon expiration of the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to:13(a): (i) her then-current annual base salary pursuant to Section 4 through the termination dateCompany shall pay the Executive any accrued but unpaid Salary, payable in accordance with prorated vacation, prorated cash bonus and any other amounts accrued but unpaid as of the Company’s standard payroll practicesdate of termination; (ii) any reimbursable expenses for which the Company shall pay the Executive has not yet been reimbursed as of a lump-sum severance payment equal to the termination dateExecutive's then-current Salary; 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 shall continue all medical, dental and life, insurance benefits at the conclusion of the Initial Term because of a non-renewal by the Company, in addition no cost to the amounts in Subsection Executive for twelve (a12) of this Section 9months, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect 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 Internal Revenue Code of 1986, as amended (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 the Company pursuant to Section 13(b) hereof, the Company shall pay to the Executive any accrued but unpaid Salary, prorated vacation, prorated cash bonus and any Performance Bonus that, other amounts accrued but unpaid as of the date of termination, has been earned by the Executive but has not yet been paid by the Company . Any benefit payable pursuant to the Executive. This severance pay this Section 15 shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six a lump-sum within thirty (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (1530) days after the Executive’s execution and non-revocation 's termination of the Release required by Subsection (c) of this Section 9employment. (cb) Notwithstanding anything in this Agreement 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 contrarytax 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), Executive’s right to receive any the Company shall "gross up" such severance benefits under Subsection (b) payments so that the amount received by the Executive after payment of this Section 9 such Excise Tax shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery equal to the Company of a general release of all claims against the Company, its officers, directors, employees, subsidiaries and affiliates, in the form attached hereto as Exhibit A, as amended from time amount 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 which the Executive has executed, delivered and not revoked the Release as required under this Section 9was entitled prior to application of such Excise Tax.

Severance Pay. Provided you sign and return this Agreement and Release in the form provided to you and do not revoke it (aif applicable), you shall receive eighteen (18) In the event the Executive’s employment with months of base salary continuation (“Salary Continuation Period”) following your Last Day of Active Employment. Your Salary Continuation Period shall extend from November 7, 2019 through May 6, 2021. These salary continuation payments are hereinafter referred to as “Severance Pay.” As a general rule, the Company is terminated: will not begin the payment of your Severance Pay until after you have signed and returned this Agreement and Release in the form provided and have not revoked it (if applicable). Thus, you may experience an interruption in pay after your Last Day of Active Employment. In such case, your Severance Pay shall commence when the duly executed Agreement and Release has been returned and any revocation period has expired. Any arrearages shall be paid retroactively as soon as administratively practicable. Notwithstanding the foregoing, the Company reserves the right, in its sole discretion, to continue your Severance Pay while you review this Agreement and Release, provided that this Severance Pay shall in no event be construed as a waiver by the Company for Cause of the provision in the Officer Severance Plan making benefits contingent on execution of a release of claims in favor of the Company. It is intended that this Agreement and Release be administered in compliance with section 409A of the Internal Revenue Code of 1986 (the “Code”), including, but not limited to, any future amendments to Code Section 409A, and any other Internal Revenue Service or Disability (as defined in Sections 8(c) and 8(d) above); by non-renewal by the Executive; by the Executive other governmental rulings or interpretations issued pursuant to Section 8(b); 409A (together, “Section 409A”) so as not to subject you to payment of interest or any additional tax under Section 409A. The parties intend for any payments under this paragraph either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and this Agreement and Release shall be construed and interpreted accordingly. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit can be made without incurring such additional tax. In addition, to the extent that Section 409A or any Internal Revenue Service guidance issued under Section 409A would result in you being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement and Release to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall minimize any negative economic effect on you and be reasonably determined in good faith by the Company pursuant to Section 8(a)(4and you. Provided that you have signed and returned this Agreement and Release in the form provided (and you did not revoke the same, if applicable); Executive’s death; or upon expiration of the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited to: (i) her then-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the 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 the event of your death after your Last Day of Active Employment, payment of any remaining Severance Pay owing under this Agreement and Release will be made to your estate. All Severance Pay benefits are subject to federal, state and other applicable taxes and withholdings. Your Severance Pay and Salary Continuation Period may be reduced to the amounts in Subsection (a) of this Section 9, the Executive shall also be entitled extent necessary to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, as of the date of termination, has been earned by the Executive but has not yet been paid by enable the Company to the Executive. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive recover any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 amounts you owe to the Company (the “Release”)other than properly documented business expenses) including, within forty-five (45) days of her termination datewithout limitation, and that she does not revoke the Release during the seven (7) day period thereafter. Subject to Section 14 below, the severance payments unpaid bills under this Section 9 will begin no earlier than fifteen (15) days after the Executive has executed, delivered and not revoked the Release as required under this Section 9a Company corporate credit card program.

Severance Pay. (a1) In the event the Executive’s An eligible employee whose 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 terminated because of the Term after the Renewal Term, the compensation and benefits the Executive plant closing shall be entitled to receive from Severance Pay in a lump sum, for which he/she is eligible as described below and the Company shall be limited tofull 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 then-current annual base salary pursuant 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 approved illness or injury absence prior to the Company's announcement of 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. (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/her date of termination be advanced so that he/she can accept other employment and the local management shall have unilateral discretion to grant such a request, provided that such request shall not be unreasonably denied. (5) Notwithstanding the provisions of this Section 2, an employee who is affected by plant closing may elect, prior to the specific date of his/her termination for plant closing, to be placed on lack of work status. In such event, the employee will be paid benefits under Section 4 through below, in lieu of any and all of the termination datebenefits 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, payable in accordance with the Company’s standard payroll practices;provisions set forth above, 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) any reimbursable expenses for which the Executive has not yet been reimbursed as An employee with fifteen or more years of the termination date; and (iii) any other rights and vested benefits (if any) provided under employee benefit plans and programs of the Companycontinuous service will, determined in accordance with the applicable terms and provisions set forth above, be eligible for Severance Pay computed on the basis of such plans and programs. (b) If two week's pay for each of the Executive’s employment with the Company is terminated: during the Term by the Company without Cause pursuant to Section 8(a)(5); or employee's full years of continuous service plus one- half of a week's pay for each additional three months of continuous service at the conclusion of the Initial Term because of a non-renewal by the Company, in addition to the amounts in Subsection (a) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, as of the date time of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.

Severance Pay. (ai) In If, during the event the Executive’s employment with term of this Agreement, the Company is terminated: by terminates the Company Employee’s Employment (including through “Constructive Termination” as defined below) for any reason other than 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 the Term after the Renewal TermPermanent Disability, the compensation and benefits the Executive shall be entitled to receive from then the Company shall be limited to: pay the Employee her Base Compensation for a period of nine (i9) her then-current annual base salary pursuant to Section 4 through months following the termination dateof 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, payable 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 Company’s standard payroll practices;procedures (ii) any reimbursable expenses for which the Executive has not yet been reimbursed as If, within sixteen (16) months following a Change of Control (where Change of Control means (a) a merger or consolidation of the termination date; and (iii) Company with any other rights and vested benefits (if any) provided under employee benefit plans and programs entity, other than a merger or consolidation which would result in the voting securities of the CompanyCompany 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, determined in accordance with the applicable terms and provisions of such plans and programs. or (b) If the Executive’s employment with the Company is terminated: during the Term sale or disposition by the Company without Cause pursuant to Section 8(a)(5); of all or at the conclusion of the Initial Term because of a non-renewal by substantially all the Company’s assets) and the Company terminates the Employee’s Employment (including through “Constructive Termination” as defined below) for any reason other than Cause or Permanent Disability, in addition then, subject to the amounts in Subsection (a) of this Section 9“Parachute Payment” provisions as set forth on Schedule C hereto, the Executive Company shall also be entitled pay the Employee her Base Compensation for a period of twelve (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 will become vested in an additional number of shares subject to receive severance pay equal to such stock options or other equity instruments, as if the Employee provided the greater of either (A) another six (6) months of her annual base salary pursuant to Section 4, service with the Company or (B) 50% of the remaining unvested shares. Such Base Compensation shall be paid at the rate in effect on at the date of termination and any Performance Bonus that, as time of the date termination of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments Employment and in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9procedures. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.

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 the Term after the Renewal Term, the compensation and benefits the Executive The Employee shall not be entitled to receive from the Company shall be limited toany severance pay or other compensation upon termination of this employment hereunder except for: (i) her then-current annual base salary pursuant any portion of his Base Salary accrued but unpaid from the last monthly payment date to Section 4 through the termination date, payable in accordance with the Company’s standard payroll practicesdate of termination; (ii) any reimbursable expense reimbursements for expenses for which incurred in the Executive has not yet been reimbursed as performance of the termination datehis duties hereunder prior to termination; 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 Employee's employment with the Company Employer is terminated: during the Term terminated by the Company without Cause pursuant Employer other than for Cause, Employer shall pay to Section 8(a)(5Employee in twelve equal installments an amount equal to the Employee's then annual Base Salary plus an amount equal to the 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); or at , the conclusion sale of substantially all the assets of the Initial Term because Company or the acquisition of substantially all the stock of the Company will be deemed to be a non-renewal termination by the Company, in Employer other than for Cause. In addition to the amounts 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 Subsection (a) of this Section 9such 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 Executive shall also be entitled Monthly Payment for up to receive severance pay equal to an additional six (6) months of her annual base salary pursuant to Section 4, provided that at the rate end of each month the Employee continues to demonstrate satisfactory evidence of (i) and (ii) above. Employer shall not make any such additional payments if, subsequent to termination, the Employee has engaged performed or otherwise engaged in effect on the date consulting work that has resulted in payments (or accrued payments) to him or his affiliates or more than $10,000, subsequent to termination or has participated as a director, officer, founder or owner of termination and any Performance Bonus that, as more than 5% of the date equity of any company in which he did not participate prior to termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9.

Severance Pay. (a) In 6.1 Except as otherwise provided in the Severance Agreement, in the event the Executive’s employment with that the Company is terminated: by 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 any of the following reasons (i) without the Employee's consent, the Company for Cause assigns to the Employee duties inconsistent with this present position that materially diminish the scope of the Employee's duties or Disability change his reporting relationship; (as defined 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 Sections 8(c) and 8(d) abovesalary or bonus awarded to the Company's other executive offices other than by operation of the Corporate Staff Bonus Plan (or any applicable successor plan); by non(iii) the Employee is not nominated for re-renewal by election to the ExecutiveCompany's Board of Directors; by the Executive (iv) this Agreement or a successor Agreement is not renewed pursuant to Section 8(b2.2 (notification of which shall constitute the start of the period for which the payment of benefits hereunder (including Severance Pay), the remaining term of this Agreement notwithstanding); by 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 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 participating, pursuant to Section 8(a)(4); Executive’s death; or upon expiration of 3.2, except stock options and grant plans, vacation accrual, and any car allowances, when the Term Employee's inactive pay status begins, for one (1) year after the Renewal Term, the compensation and benefits the Executive Employee's inactive pay status begins. The Employee shall be entitled to receive from a target bonus, to be paid at the regular time for Company bonus payments. The Employee shall have 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. The Company shall not be limited to:relieved of its obligations to pay salary pursuant to this Section 6.1 by reason of the death of the Employee. 6.2 For purposes of this Agreement, the term "Cause" shall mean: (i) her then-current annual base salary failure by the Employee to comply with any of the material terms of this 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; (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 (vii) the failure of the Employee because of illness or other incapacity to render any services or perform any duties required pursuant to Section 4 through 1 hereof for any period of one hundred sixty (160) consecutive days during the termination dateEmployment Period or for shorter periods aggregating more than six months during the Employment Period; provided, payable in accordance with however, if the 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 Employee should leave the Company is terminated: during under the Term by the Company without Cause pursuant to Section 8(a)(5circumstances described in (vii); or at the conclusion of the Initial Term because of a non-renewal by the Company, in addition to the amounts in Subsection (a) of this Section 9, the Executive shall also he will be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, such benefits as of the date of termination, has been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, its officers, directors, employees, subsidiaries and affiliates, provided in the form attached hereto as Exhibit A, as amended from time to time in a manner satisfactory to the Company (the “Release”), within fortythen current Long- and Short-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 revoked the Release as required under this Section 9term disability plans.

Severance Pay. (a) In the event the Executive’s employment with the Company is terminated: by the Company for Cause or Disability (Valspar will pay you severance pay in two parts 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 the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited tofollows: (i) her then-current annual base salary pursuant provided that you sign this Agreement and deliver it to Valspar’s Senior Vice President, Human Resources prior to the expiration of the 21 day consideration period and do not exercise your rights to revoke or rescind as described in Section 4 through 5 below, a lump sum payment of $500,000 (gross), less applicable income tax and other legally required withholding on the termination date, payable in accordance with first regular payday on or after the Company’s standard payroll practices;40th day following the Retirement Date (the “Lump Sum Payment”); and (ii) $500,000 (gross), less applicable income tax and other legally required withholding, in 12 substantially equal monthly installments (the “Installment Payments”), with the first Installment Payment to be paid on the first regular payday on or after the Retirement Date and the Installment Payments thereafter to be paid on the last regular payday of each month; provided, however, that any reimbursable expenses for of the Installment Payments that are otherwise payable on or after March 15 of the calendar year following the calendar year in which the Executive has Retirement Date occurs (the “Short-term Deferral Date”) shall be accelerated and paid on the last regular payday occurring on or before the Short-term Deferral Date; and provided, further, that if (A) you do not yet been reimbursed as sign this Agreement and deliver it to Valspar’s Senior Vice President, Human Resources prior to the expiration of the termination date; and 21 day consideration period, (iiiB) you exercise your rights to revoke or rescind as described in Section 5 below, or (C) you violate or contest that certain Noncompetition, Nonsolicitation and Confidentiality Agreement between you and Valspar (the “Noncompete”) or your cooperation obligations in Section 3(b) below, or any other rights term of this Agreement, then in any such event, Valspar’s obligations in this Section 2(a) will be null and vested benefits (void and Valspar’s obligations to pay the Installment Payments will immediately terminate, and you will repay to Valspar any Installment Payments previously received hereunder. Any such repayment obligations are not an adequate remedy for Valspar, particularly if any) provided under employee benefit plans you breach or threaten to breach the Noncompete or fail to comply with your cooperation obligations, 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, are in addition to any and all other remedies available to Valspar under any of the amounts in Subsection (a) applicable agreements or applicable law. In the event of this Section 9your death prior to the completion of the foregoing severance payments, the Executive shall also your estate will be entitled to receive severance pay paid a lump sum payment equal to six (6) months of her annual base salary pursuant the remaining severance payments to Section 4, at the rate in effect on the date of termination and any Performance Bonus that, as of the date of termination, has which you would have otherwise been earned by the Executive but has not yet been paid by the Company to the Executive. This severance pay shall be paid to the Executive in equal increments in accordance with the Company’s standard payroll practices over the six (6) month period following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9. (c) Notwithstanding anything entitled in this Agreement to the contrary, Executive’s right to receive any severance benefits under Subsection (b) of this Section 9 shall be conditioned upon the Executive’s continued compliance with her restrictive covenants in Sections 5 and 7 and her execution and delivery to the Company of a general release of all claims against the Company, 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 revoked the Release as required under this Section 9Agreement.

Severance Pay. (a) In As used herein, the event term Severance Pay means 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 sum of the Term after the Renewal Term, the compensation and benefits the Executive shall be entitled to receive from the Company shall be limited tofollowing: (i) her thenThree times Executive's 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 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-current annual base salary pursuant to Section 4 through the termination date, payable in accordance with the Company’s standard payroll practicesqualified plan or arrangement (whether or not taxable) made or accrued on behalf of Executive for such year; (ii) The value, as calculated by a recognized firm customarily performing such valuation, of any reimbursable expenses for stock options which the Executive has not yet been reimbursed as of the termination date; andDate of Termination or Change in Control, have been granted to 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 rights and vested provision of this Agreement or otherwise, an amount equal to benefits (if any) provided due him under or contributed by the 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 determining his vested benefit, accrued or otherwise, Executive shall be credited either under any plan maintained by the Bank or, if not permitted under such plan, under a separate arrangement, with the additional "years of service" that he would have earned for vesting and benefit accrual purposes for the 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 same premium contributions on the part of Executive 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, whichever is applicable. In the event Executive's participation in any such plan or 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 entitled to 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 Companyterm of this Agreement, determined in accordance with no longer be available to Executive, Executive will have the applicable terms and provisions option to purchase all rights then held by the Holding Company or the Bank to such item for a price equal to the then fair market value of such plans and programsthe item. (b) If the Executive’s employment with the Company is terminated: during the Term by the Company without Cause pursuant to Section 8(a)(5The Severance Pay amounts set forth in (i); or at the conclusion of the Initial Term because of a non-renewal by the Company, in addition to the amounts in Subsection (aii), and (iii) of this Section 9, the Executive shall also be entitled to receive severance pay equal to six (6) months of her annual base salary pursuant to Section 4, at the rate in effect on the date of termination and any 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. This severance pay shall be paid to the Executive in equal increments in accordance with monthly installments during the Company’s standard payroll practices over the thirty-six (6) month period months following the date of the termination of the Executive’s employment with the Company, but beginning no earlier than fifteen (15) days after the Executive’s execution and non-revocation of the Release required by Subsection (c) of this Section 9's termination. (c) Notwithstanding anything 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 contraryfollowing 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, Executive’s right determined without regard to receive 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 severance benefits payment in the nature of compensation that is made to (or for the benefit of) Executive under Subsection (b) the terms of this Section 9 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 conditioned upon made to Executive on the earliest of (i) the date the Holding Company is required to withhold such tax, (ii) the date the tax is required to be paid by Executive’s continued compliance , or (iii) at the time of the Change in Control. It is the intention of the parties that the Holding Company provide Executive with her restrictive covenants a full tax gross-up under the provisions of this 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 Sections 5 and 7 and her execution and delivery 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 Holding Company, as the case may be) in the same position as Executive (or the Holding Company, as the case may be) would have been if the amount determined as "P" above had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent accountants shall take into account any and all taxes (including any penalties and interest) paid by or for Executive or refunded to Executive or for Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Holding Company shall pay the Adjustment Amount to Executive. In each calendar year that Executive receives payments or benefits under this Agreement, Executive shall report on his state and 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 result of reporting such information. Executive shall promptly notify the Holding Company in writing whenever Executive receives notice of a general release of all claims against the Companyjudicial or administrative proceeding, its officers, directors, employees, subsidiaries and affiliatesformal or informal, in which the form attached hereto as Exhibit A, as amended from time federal tax treatment under Section 4999 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 time in a manner satisfactory 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. (d) Except for compensation and benefits received by Executive from financial institution entities within the “Release”), within fortythirty-five (45) days of her six month period following his termination date, and that she does Severance Pay shall not revoke be reduced in 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 event Executive has executed, delivered and not revoked the Release as required under this Section 9obtains other employment.