Common use of Severance Payment Clause in Contracts

Severance Payment. The Company shall make a cash payment (the "Severance Payment") to you in an amount equal to: (a) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. The (i) In addition to the payments and benefits described in Section 5(a) above, if the Executive’s employment shall be terminated by the Company shall make a cash payment (without Cause pursuant to Section 4(a)(iv), by the "Severance Payment") to you in an amount equal to: (a) your annual base salary (provided, however, that if you terminate your employment Executive’s resignation for Good Reason based on a reduction pursuant to Section 4(a)(v), or due to non-extension of the Initial Term or any Extension Term by the Company pursuant to Section 4(a)(vii), the Company shall pay to Executive severance in your annual base salary, then the annual base salary total gross amount equal to be used in calculating two and one-half (2.5) times the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salarysum of (1) plus your target bonus under any bonus program applicable to you the Annual Base Salary for the year in which the Date of Termination Date occurs; plus , and (b2) a pro rata portion the higher of your target bonus for the portion Target Annual Bonus or the Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination Date occurs under any bonus program applicable to you; plus(the “Severance Payment”). (cii) all cash incentive compensation awards earned by you but not paid prior The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. Notwithstanding anything herein to the Termination Date; provided thatcontrary, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any (A) no portion of the Severance Payment shall be paid unless, on or prior to the sixtieth (60th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement, in a form substantially similar to that attached to this Agreement as Exhibit B (the “Release”), which Release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such Release is delayed revocable under applicable law, and (B) as set forth of the first date on which the Executive violates any covenant contained in this paragraphSection 7, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Subject to the provisions of Section 9, the Severance Payment shall be made paid in cash within ten days equal installments during the Severance Period, at the same time and in the same manner as the Annual Base Salary would have been paid had the Executive remained in active employment during the Severance Period, in accordance with the Company’s normal payroll practices in effect on the Date of Termination; provided that any installment that would otherwise have been paid prior to the first normal payroll payment date occurring on or after the execution by you sixtieth (60th) day following the Date of Termination (such payroll date, the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if “First Payment Date”) shall instead be paid on the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control)First Payment Date. The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning For purposes of Section 409A (including, without limitation, for purposes of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i1.409A-2(b)(2)(iii) of the Code, the commencement Department of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminatedRegulations), the payment Executive’s right to receive the Severance Payment in the form of any non-qualified deferred compensation will installment payments (the “Installment Payments”) shall be further delayed until the first business day that is more than six months after the date treated as a right to receive a series of separate payments and, accordingly, each Installment Payment shall at all times be considered a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codeseparate and distinct payment.

Severance Payment. The Company shall make a cash payment (the "Severance Payment") to you in an amount equal to: (a) your annual base salary (providedUpon satisfaction of the requirements set forth in Section 5 or 10(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, however, that if you terminate your employment for Good Reason based on the Executive shall be entitled to a reduction in your cash severance benefit equal to two times the Executive's annual base salary, then as in effect at the time of the Change in Control, plus an amount equal to two times the average of the Executive's annual base salary incentive bonus (excluding any special bonus payments) paid for the three fiscal years immediately preceding the fiscal year of the Change in Control. For purposes of computing the aforementioned average incentive bonus, bonuses paid for a period of time during which the Executive was not a senior executive reporting to be used in calculating the Severance Payment President of the Company shall be your annual base salary excluded, and bonuses paid for a partial fiscal year of service as a senior executive reporting to the President shall be included as proportionately increased so as to give the bonuses the effect of an amount for a full fiscal year (e.g., a bonus paid for six months of service shall be doubled). The severance benefit provided under this Section 6 is in effect immediately prior to such reduction in annual base salary) plus your target bonus lieu of cash severance payments offered under any bonus program applicable to you for the year in which the Termination Date occurs; plusCompany's documented severance policy. (b) a pro rata portion of your target bonus for the portion Payments under this Agreement, when aggregated with any other "golden parachute" amounts (defined under Section 280G of the year Internal Revenue Code of 1986, as amended [the "Code"] as compensation that becomes payable or accelerated due to a Change in which Control) payable under this Agreement or any other plans, agreements or policies of the Termination Date occurs Company, shall not be subject to the golden parachute cap under any bonus program applicable to you; plusSections 280G and 4999 of the Code. (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination Executive's aggregate parachute payments equal or exceed the golden parachute cap set forth in Code Sections 280G and 4999, the Company shall pay the Executive an amount equal to the federal excise tax owed by the Executive on behalf of your employment does not constitute a separation of service payments under this Agreement or other "golden parachute" amounts described under Section 409A(a)(2)(A)(i6(b) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated)above, the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codetimes 2.

Severance Payment. The Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal to: (a) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "“nonqualified deferred compensation" ” within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" ” under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. The Company Subject to the Employee signing and not revoking a release of claims in a form prescribed by the Corporation and the Employee remaining in strict compliance with the terms of this Agreement and any other written agreements between the Corporation and the Employee, the Employee shall make a cash payment be entitled to receive the following amount as severance pay, subject to such amount being reduced as provided below (referred to in this Section 6(c)(iii) as the "“Severance Payment"”): (A) to you in an amount equal to: to two times the Employee’s Base Salary as of the Date of Termination, plus (aB) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then an amount equal to two times the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your Employee’s target bonus under any bonus program applicable to you Bonus for the fiscal year in which the Date of Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment described in subsections (A) and (B) above shall be divided into two portionsadded together and will be paid in substantially equal installments in accordance with the Corporation’s normal payroll policies based on a 24-month payment schedule commencing on the Date of Termination. Notwithstanding the forgoing, consisting any installments that otherwise would be payable on the regular payroll dates between the Date of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A Termination and first day of the Code seventh (7th) month following the Date of Termination shall be delayed until the Corporation’s first regular payroll date that is after the first day of the seventh (7th) month following the Date of Termination and a portionincluded with the installment payable on such payroll date, if any, that does constitute nonqualified deferred compensationwithout adjustment for interest or earnings during the period of delay. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i) of Furthermore, any Severance Payment owed to the Code, Employee will be reduced by the commencement of the delivery amount of any such payments that constitute nonqualified deferred compensation payable upon earned by the Employee for any consulting or employment services provided on a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify substantially full-time basis for the exclusion for separation pay due period to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codecorresponding Severance Payment relates.

Severance Payment. The Subject to the other provisions of this Agreement, if Employee incurs a Qualifying Termination and timely executes and returns to the Company shall make (and does not revoke) a cash payment release of claims on the form provided to Employee by the Company for such purpose at the time of Employee’s Qualifying Termination (the "Severance Payment") to you “Release”), as provided for in an amount equal toSection 15 of this Agreement, the Company shall: (1) pay Employee (a) your annual base salary a lump sum cash payment equal to two (provided2) times the sum of Employee’s Base Salary, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus and (b) a pro rata portion of your either (i) the target bonus for amount Employee is eligible to receive under the portion applicable Key Employee Incentive Plan as defined therein and if still effective at the time of the Qualifying Termination or (ii) the amount Employee earned as a bonus in the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the year of the Qualifying Termination, whichever is the applicable and greater bonus amount (collectively, the “Severance Payment”), less all required employment taxes and any other appropriate withholdings, on the first payroll date immediately following the date that the Release becomes effective. In the event that the period for signing, returning and revoking the Release spans two (2) tax years, the first payment will be paid in the second tax year; and (2) maintain continued group health plan coverage following the Employment Termination Date under all group health plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (as codified in Code Section 4980B and Part 6 of Subtitle B of Title I of ERISA) for Employee and Employee’s eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive COBRA coverage. However, Employee (and Employee’s spouse and dependents) shall not be required to pay more for such COBRA coverage than is charged by the Company to its officers who are then in active service for the Company and receiving coverage under such plan and, therefore, the Company shall be responsible for the difference between the amount charged hereunder and the full COBRA premiums. In all other respects, Employee (and Employee’s spouse and dependents) shall be treated the same as other COBRA qualified beneficiaries under the terms of such plans and the provisions of COBRA. In the event of any change to a group health plan following the Employment Termination Date; provided that, if a fiscal year has been completed Employee and Employee’s spouse and dependents, as applicable, shall be treated consistently with the incentive award for such fiscal year has not been determined, then-current officers of the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except Company with respect to any portion the terms and conditions of coverage and other substantive provisions of the Severance Payment plan. Following the Employment Termination Date, Employee and Employee’s spouse hereby agree to acquire and maintain any and all coverage that is delayed as set forth in this paragraph, either or both of them are entitled to at any time during their lives under the Severance Payment shall be made in cash within ten days after the execution by you Medicare program or any similar program of the general release referred United States or any agency thereof. Employee and Employee’s spouse further agree to above and expiration without revocation of pay any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation required premiums for Medicare coverage from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codetheir personal funds.

Severance Payment. The In exchange for your execution within 60 days of the Termination Date of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within such 60-day period, the Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal to: (ai) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata A prorata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control), provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be made before the first day of the second calendar year. The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "“nonqualified deferred compensation" ” within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" ” under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. The Company shall make a cash payment (the "“Severance Payment") to you in ” shall be an amount equal to: to one and one-half (a1½) your annual times the aggregate of Executive’s base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then as of the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target Date of Termination and cash bonus under any bonus program applicable to you compensation for the year in which the Termination of employment occurs. For purposes of determining Executive’s cash bonus compensation for purposes of this Section 5(b), if the Date occurs; plus (b) a pro rata portion of your target bonus Termination occurs before the awarding of bonuses for the portion of the year in which the Date of Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determinedoccurs, the incentive cash bonus compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion component of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made computed based on Executive’s most recent awarded cash bonus. Cash bonus compensation shall include only the Annual Bonus paid in cash within ten days after and shall specifically exclude the execution by you value of any non-cash bonuses, such as options or restricted stock. For the sake of clarification, all cash paid in payment of all or a portion of the general release referred bonus pursuant to above and expiration without revocation the Company’s 2007 Executive Incentive Plan or any successor thereto shall be bonus compensation for purposes of any applicable revocation periods under such general release (or, if this Agreement for the Change of Control resulting year in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control)which paid or issued. The Severance Payment shall be divided into two portionspayable to Executive as follows: (i) Except for the group health plan benefits payments or as otherwise provided herein, consisting the Severance Payment, if any is due hereunder, shall be paid to Executive in a lump sum not later than thirty (30) days following Executive's Date of Termination, unless the Termination is an Anticipatory Termination. (ii) In the event of an Anticipatory Termination, the Severance Payment, except for the group health plan benefits payments, shall be paid to Executive in a portion that does lump sum not constitute "nonqualified later than thirty (30) days following the date of the Change of Control. (iii) Notwithstanding the foregoing, if any amount paid pursuant to this Section 5(b) is deferred compensation" compensation within the meaning of Section 409A of the Code and as of the Date of Termination Executive is a portionSpecified Employee, if anyamounts that would otherwise be payable during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day after the date that does constitute nonqualified deferred compensationis six months following Executive’s “separation from service” within the meaning of Section 409A of the Code (the “Delayed Payment Date”). If you are As used in this Agreement, the term “Specified Employee” means a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”). By way of clarification, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon “specified employee” means a "separation from service" under “key employee” (as defined in Section 409A(a)(2)(A)(i416(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whetherCode, and the extent to which, any disregarding Section 416(i)(5) of the payments to be made to you hereunder are nonqualified deferred compensation Code) of the Company. Executive shall be made after treated as a key employee if the application Executive meets the requirement of all applicable exclusionsSection 416(i)(l)(A)(i), including those set forth under Treasury Reg. § 1.409A-1(b)(9(ii). Any payments that are intended to qualify for , or (iii) at any time during the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iiitwelve (12) must be paid no later than month period ending on an “identification date.” For purposes of any “Specified Employee” determination hereunder, the “identification date” shall mean the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codeeach calendar year.

Severance Payment. The Consistent with the terms of your Employment Agreement, and in consideration of your service to ▇▇▇▇▇▇▇▇▇ and your execution of this Separation Agreement and the General Release contained hereafter, ▇▇▇▇▇▇▇▇▇ will provide you with a severance payment equal to number (#) months’ base salary. In some situations, the Company shall make a cash payment (the "Severance Payment") may place you on leave prior to you in an amount equal to: (a) your annual base salary (provided, however, that Separation Date if you terminate your employment for Good Reason based on loss is a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting result of a portion that does not constitute "nonqualified deferred compensation" within “mass layoff” or “plant closing” which may be covered by the meaning federal Worker Adjustment and Retraining Notification Act (“WARN”) for a period of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensationup to 60 days (“WARN Leave”). If you are placed on WARN Leave, all or a "specified employee" as defined in Section 409A(a)(2)(B)(i) portion of the Code, severance benefits you may be entitled to receive shall be considered to be payments provided by the commencement of the delivery of any such payments Company pursuant to WARN. In that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to whichevent, any payment of the a severance benefit that you may receive shall be reduced dollar-for-dollar by payments required to be made to you hereunder are nonqualified deferred pursuant to WARN and all other severance benefits otherwise provided to you under this Separation Agreement will be offset by benefits provided pursuant to WARN. These severance amounts will not otherwise be “benefit bearing” and will not be considered as compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day purposes of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(iCompany’s 401(k) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated)plan, the payment of any non-qualified deferred compensation plan or for accrual of PTO or other leave. You will be further delayed until receive the first business severance benefits only if you have returned an executed copy of this Separation Agreement and the accompanying General Release during the 21/45-day that is more than six months after period immediately following the date on which you receive this Separation Agreement and the General Release and you have not revoked the General Release within the seven-day revocation period provided in the General Release. In order to receive or retain the severance benefits you must also return all ▇▇▇▇▇▇▇▇▇ property within 14 days of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(iyour Separation Date (as described in paragraph 4, below) of and comply with the Codecovenants set forth in paragraphs 5 through 9, below.

Severance Payment. The If your employment with the Company shall make is terminated without “Cause” (as defined in Section 6) at any time within one (1) year following a cash payment “Change of Control” (as defined in Section 4), you will receive the "“Severance Payment"” described below. You will also receive the Severance Payment if you terminate your employment for “Good Reason” (as defined in Section 5) to you in an amount equal to: at any time within one (1) year following a Change of Control. The Severance Payment equals one times the sum of (a) your Base Salary in effect at the time of your separation from service (provided that, if the Severance Payment is paid based on your separation from service for Good Reason due to the Company’s reduction of your Base Salary, such reduction will not be taken into account in determining the Severance Payment), plus (b) the average of the annual base salary cash incentive bonuses paid to you for the two fiscal years immediately preceding the fiscal year in which the Change of Control occurs (or, if less than two, the amount of your single annual cash incentive bonus, if any). The Severance Payment will be paid to you in one lump sum within 30 days following your separation from service; provided, however, that if (i) you are a “specified employee” (as defined in Code Section 409A), and (ii) the definition of Good Reason in Section 5 below does not qualify as an “involuntary” separation from service pursuant to guidance issued under 409A, the Severance Payment will be paid to you in one lump sum on the first day of the seventh month following your separation from service. If you die before you receive the above payment, the Company will distribute the benefits to your beneficiary as soon as administratively feasible following the date of your death. You are not entitled to receive the Severance Payment if your employment is terminated for Cause, if you terminate your employment for without Good Reason based on a reduction Reason, or if your employment is terminated by reason of your “Disability” (as defined in Section 7) or your annual base salarydeath. In addition, then the annual base salary you are not entitled to be used in calculating receive the Severance Payment shall be if your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned employment is terminated by you but not paid prior to or the Termination Date; provided that, if Company for any or no reason before a fiscal Change of Control occurs or more than one (1) year after a Change of Control has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal yearoccurred. Except with respect to any portion of You will receive the Severance Payment that is delayed as set forth in this paragraph, only if you execute a release agreement reasonably requested by the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control)Company. The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made paid to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended without regard to qualify whether you look for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year or obtain alternative employment following the taxable year in which the Termination Date occurs. To the extent that the your termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of with the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the CodeCompany.

Severance Payment. The If your employment with the Company shall make is terminated without “Cause” (as defined in Section 7) at any time within 150 days prior to or within two years following a cash payment “Change of Control” (as defined in Section 5), you will receive the "“Severance Payment") to you in an amount equal to: (a) your annual base salary (provided, however, that ” described below. You will also receive the Severance Payment if you terminate your employment for “Good Reason based on Reason” (as defined in Section 6) at any time within two years following a reduction in your annual base salary, then the annual base salary to be used in calculating the Change of Control. The Severance Payment shall be equals the sum of (i) two times the higher of (x) your annual base salary on the date of termination of your employment, or (y) your annual base salary on the date preceding the Change of Control, and (ii) two times the higher of: (x) the average annual incentive compensation paid to you in effect immediately the two years prior to such reduction in termination of your employment or (y) the annual base salary) plus your target bonus under any bonus program applicable incentive compensation paid to you for in the year preceding the year in which the Termination Date occurs; plus Change of Control occurred (b) a pro rata portion for purposes of your target bonus for determining the portion amount of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash Executive’s incentive compensation awards earned by you but not paid prior to for any year during this one- or two-year period, the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, amount of the incentive compensation considered paid for such completed fiscal year purposes of this provision shall equal be the target bonus for such fiscal year. Except with respect sum of (A) the actual Bonus paid to any portion the Executive, or (B) the fair market value (determined at the time of grant and not at the time of vesting) of the Severance Payment shares of the Company’s restricted stock, options and other equity-based awards that is delayed as set forth became vested in this paragraphsuch year). Notwithstanding the above, the Severance Payment shall not exceed the lesser of (i) an amount that could be made in cash within ten days after the execution by you paid on account of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the a Change of Control resulting in your becoming entitled that is not subject to such benefits occurs after such execution the imposition of any excise tax under Code Section 4999 and expirationis not otherwise subject to the non-deductibility provisions of Code Section 280G, within ten days after the Change of Control)or (ii) $4 million. The Severance Payment shall will be divided into two portionspaid in one lump sum as soon as the revocation period of your legal release has expired (explained in more detail below), consisting but in no event more than 60 days following termination of your employment; provided that if you are a portion that does not constitute "nonqualified deferred compensation" within the meaning of “Specified Employee” (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)) and a portionthe payment does not comply with any exception to Section 409A, if anythe above payment will be paid to you on the first day of the seventh month following the date of your “Separation from Service” (as defined in your Employment Agreement) along with accrued interest at the rate of interest announced by Bank of America, Arizona from time to time as its prime rate (the “Prime Rate”) from the date that does constitute nonqualified deferred compensationpayments to you should have been made under this Agreement. If you die after your termination of employment but before receiving the above payment, the Company will distribute the benefits to your beneficiary as soon as administratively feasible following the date of your death. You are a "specified employee" not entitled to receive the Severance Payment if your employment is terminated for Cause, if you terminate your employment without Good Reason, or if your employment is terminated by reason of your “Disability” (as defined in Section 409A(a)(2)(B)(i8(d)) or your death (unless death or Disability occurs after a Notice of Termination). In addition, you are not entitled to receive the Code, Severance Payment if your employment is terminated by you or the commencement Company for any or no reason prior to 150 days before a Change of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is Control occurs or more than six months two years after your Termination Datea Change of Control has occurred. The determination of whetherNotwithstanding anything in this Agreement to the contrary, in order to receive the Severance Payment described in this Section 2, you must execute (and not revoke) a legal release (“Release Agreement”), in the extent to whichform and substance reasonably requested by the Company, in which you release the Company, Affiliates, directors, officers, employees, agents and others affiliated with the Company from any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of and all applicable exclusionsclaims, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended claims relating to qualify for your employment with the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that Company and the termination of your employment. The Company shall provide you with the Release Agreement within 5 days following your termination of employment does not constitute (or “Separation from Service” if you are a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to “Specified Employee”). The Release Agreement must be provided by you executed and returned to the Company at within the time 21 or 45 day (as applicable) period described in the Release Agreement and you must not revoke it within the 7-day revocation period described in the Release Agreement. The Severance Payment will be paid to you without regard to whether you look for or obtain alternative employment following termination of your employment is terminated), with the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the CodeCompany.

Severance Payment. The Company shall make a cash payment (the "“Severance Payment") to you in ” shall be an amount equal to: to one (a1) your annual times the aggregate of Executive’s base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then as of the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target Date of Termination and cash bonus under any bonus program applicable to you compensation for the year in which the Termination of employment occurs. For purposes of determining Executive’s cash bonus compensation for purposes of this Section 5(b), if the Date occurs; plus (b) a pro rata portion of your target bonus Termination occurs before the awarding of bonuses for the portion of the year in which the Date of Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determinedoccurs, the incentive cash bonus compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion component of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made computed based on Executive’s most recent awarded cash bonus. Cash bonus compensation shall include only the Annual Bonus paid in cash within ten days after and shall specifically exclude the execution by you value of any non-cash bonuses, such as options or restricted stock. For the sake of clarification, all cash paid in payment of all or a portion of the general release referred bonus pursuant to above and expiration without revocation the Company’s 2007 Executive Incentive Plan or any successor thereto shall be bonus compensation for purposes of any applicable revocation periods under such general release (or, if this Agreement for the Change of Control resulting year in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control)which paid or issued. The Severance Payment shall be divided into two portionspayable to Executive as follows:  (i) Except for the group health plan benefits payments or as otherwise provided herein, consisting the Severance Payment, if any is due hereunder, shall be paid to Executive in a lump sum not later than thirty (30) days following Executive's Date of Termination, unless the Termination is an Anticipatory Termination.  (ii) In the event of an Anticipatory Termination, the Severance Payment, except for the group health plan benefits payments, shall be paid to Executive in a portion that does lump sum not constitute "nonqualified later than thirty (30) days following the date of the Change of Control.  (iii) Notwithstanding the foregoing, if any amount paid pursuant to this Section 5(b) is deferred compensation" compensation within the meaning of Section 409A of the Code and as of the Date of Termination Executive is a portionSpecified Employee, if anyamounts that would otherwise be payable during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, on the first business day after the date that does constitute nonqualified deferred compensationis six months following Executive’s “separation from service” within the meaning of Section 409A of the Code (the “Delayed Payment Date”). If you are As used in this Agreement, the term “Specified Employee” means a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”). By way of clarification, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon “specified employee” means a "separation from service" under “key employee” (as defined in Section 409A(a)(2)(A)(i416(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whetherCode, and the extent to which, any disregarding Section 416(i)(5) of the payments to be made to you hereunder are nonqualified deferred compensation Code) of the Company. Executive shall be made after treated as a key employee if the application Executive meets the requirement of all applicable exclusionsSection 416(i)(l)(A)(i), including those set forth under Treasury Reg. § 1.409A-1(b)(9(ii). Any payments that are intended to qualify for , or (iii) at any time during the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iiitwelve (12) must be paid no later than month period ending on an “identification date.” For purposes of any “Specified Employee” determination hereunder, the “identification date” shall mean the last day of the second taxable year following the taxable year in which the Termination Date occurseach calendar year. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. The In exchange for your execution within 60 days of the Termination Date of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within such 60-day period, the Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal to: (a) (i) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata prorata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control), provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be made before the first day of the second calendar year. The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "“nonqualified deferred compensation" ” within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" ” under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. The Company shall make pay as a cash severance payment to you, not later than the fifth day following the Date of Termination, a lump sum severance payment (the "“Severance Payment"”) equal to you (x) 2.0 times the sum of the amounts set forth in an the following subparagraphs (A) and (B), less (y) the amount equal to:set forth in the following subparagraph (C). (aA) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in The amount of your annual base salary, then the annual base salary which shall be deemed to be used in calculating the Severance Payment shall be greater of your annual base salary in effect which was payable to you by the Company immediately prior to such reduction in the Date of Termination or your annual base salarysalary which was payable to you by the Company immediately prior to a Change in Control of the Corporation. (B) plus The amount of your Incentive Compensation (excluding stock option, restricted stock and other equity compensation awards that are not part of, or in lieu of, awards under annual cost bonuses and similar benefits), which shall be deemed to be the greater of: (I) the amount of your target bonus under any bonus program applicable to you variable compensation payment (i.e., the percent of your salary grade midpoint at risk) for the year in which the Date of Termination Date occursoccurs (or if such target has not then been established, your target variable compensation award for the immediately preceding Variable Compensation Year); plusor (bII) a pro rata portion the amount of your target bonus variable compensation payment (i.e., the percent of your salary grade midpoint at risk) for the portion of the year in which the Termination Date Change in Control of the Corporation occurs under any bonus program applicable to you; plus(or if such target has not then been established, your target variable compensation award for the immediately preceding Variable Compensation Year). (cC) all cash incentive compensation awards earned Your other severance payments which shall be deemed to be the amount of any severance payment or the value of any severance benefit received or to be received by you but not paid prior from the Company pursuant to any other plan of the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determinedCompany. For purposes of calculations under this subparagraph (iv), the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect value attributable to any portion of the Severance Payment that is delayed as set forth stock options, restricted stock or other equity-based benefit or award included in this paragraph, the Severance Payment your Incentive Compensation shall be made in cash within ten days after the execution value thereof as determined by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated)of the grant (and, in determining such value, the payment Black-Scholes method or other similar methodology (and assumptions and data) used by the Company at the time of any non-qualified deferred compensation will grant shall be further delayed until used and, if at the first business day time of such grant, it was specified in writing that is the grant covered a period of more than six months after one year, then the date value of a subsequent event constituting a separation such grant shall be annualized by dividing such value by the number of service under Section 409A(a)(2)(A)(iyears (or parts thereof) the grant was specified to cover) and the amounts of base salary and target variable compensation payments and the Codevalues of stock options shall be the amounts calculated without regard to whether or not such amounts were actually paid to you or includible in your gross income for Federal, state, local, commonwealth or foreign income tax purposes.

Severance Payment. The 2.1 Except as provided in Section 2.2, if within one year following a Change of Control, either Officer terminates employment with all members of the Company shall make Group voluntarily or the Company terminates Officer’s employment Without Cause, the Company will pay Officer in a cash payment lump sum (except as provided below) an amount (the "“Severance Payment"”) equal to the sum of: (i) fifteen times Officer’s base monthly salary as in effect at the time of termination or, if greater, immediately prior to the effective date of the Change of Control; and (ii) twice the amount of the greater of (x) the bonus, if any, paid (or payable) to you Officer for the fiscal year immediately preceding the fiscal year in an amount equal to: which Officer’s employment terminates and (ay) your annual base salary (provided$95,000. The Severance Payment shall be reduced by required deductions for applicable taxes and other withholdings and for any outstanding obligations owed by Officer to the Company that are then due and payable, howeverwhich deductions and withholdings are specifically authorized by Officer. The Severance Payment shall be in lieu of any other severance payments to which Officer would be entitled under the plans or policies of the Company and any of its subsidiaries. If Officer’s employment is terminated by the Company Without Cause, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for paid at the year in which time of termination of the Termination Date occurs; plus (b) a pro rata portion Officer’s employment with the Company. If Officer’s employment is terminated voluntarily by Officer, the Severance Payment shall be paid within 30 days following termination. Notwithstanding the foregoing, if as of your target the date the Severance Payment is due Officer’s bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such preceding fiscal year has not been determined, the incentive compensation for such completed fiscal year Company shall equal defer payment of the target bonus for such fiscal year. Except with respect to any portion component of the Severance Payment that is delayed until such time as Officer’s bonus shall have been determined, but in no event later than 90 days following the end of such preceding fiscal year. Each Change of Control shall give Officer a separate right to give the notice set forth in the first sentence of this paragraphSection 2; provided that in no event shall Officer be entitled to more than one Severance Payment. 2.2 Notwithstanding any other provision of this Agreement, the Company shall have no obligation to make the Severance Payment shall be made in cash within ten days after the execution if such Severance Payment is prohibited by you applicable federal or state law, including without limitation Part 359 of the general regulations of the Federal Deposit Insurance Corporation (12 CFR § 359 et seq.) or any successor provision. 2.3 As a condition to the obligation of the Company to pay the Severance Payment, the Officer must execute and deliver a release referred in form and substance satisfactory to above the Company releasing the Company Group and expiration without revocation its directors, officers, employees and agents (“Released Parties”) from any and all claims the Officer may have against the Released Parties, whether such claims are known or unknown, absolute or contingent, other than claims under this Agreement, claims for salary and other compensation and benefits accrued prior to termination, claims for indemnification under applicable law, the Bylaws of the Company or any applicable revocation periods Indemnification Agreement between the Officer and the Company, and rights of Officer under such general release (or, if employee benefit plans. 2.4 As a condition to the Change obligation of Control resulting in your becoming entitled the Company to such benefits occurs after such execution and expiration, pay the Severance Payment under circumstances where the Officer terminates employment voluntarily within ten days after the a year following a Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement Officer shall not, for a period of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent one year subsequent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of termination, whether alone or as a subsequent event constituting a separation member, employee or agent of service under Section 409A(a)(2)(A)(iany partnership, or as an officer, agent, employee, director or stockholder of any other corporation, whether directly or indirectly, (a) solicit any then existing customer of the CodeCompany and its subsidiaries for the opportunity to provide any services of the kind offered to or provided to that customer by the Company or any of its subsidiaries, or (b) solicit for employment any person employed by the Company or any of its subsidiaries, or encourage or induce any such person to terminate his or her employment with the Company or any of its subsidiaries.

Severance Payment. The Company shall make If Employer terminates the employment of Employee without Cause, including but not limited to a cash payment (the "Severance Payment") constructive discharge arising from a material reduction in duties or a material reduction in rank or base salary, then Employee shall, upon such termination of employment, be entitled to you receive severance pay from Employer in an amount equal to: (a) your to Employee's annual base salary at the time of such termination of employment. Employer shall pay such severance pay to Employee in bi-weekly payments over the twelve (provided12) month period following such termination of employment in accordance with Employer's normal payroll practices, less applicable deductions and other amounts required by law to be withheld. Notwithstanding the foregoing provisions of this Section 3, the amount of severance pay which Employee is entitled to receive pursuant to this Section 3 shall be reduced by the total amount of any wages earned by Employee during the twelve (12) month period immediately following the termination of his employment by Employer; in no event, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary shall Employee be required to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior repay to such reduction in annual base salary) plus your target bonus under Employer any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus any severance payments to which Employee was entitled pursuant to this Section 3 for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid period prior to the Termination Date; provided thatperiod during which Employee earned such wages. For purposes of this Section 3, if a fiscal year has been completed "wages" shall mean and the incentive award include both wages for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion purposes of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" federal income tax withholding as defined in Section 409A(a)(2)(B)(i3401 of the Internal Revenue Code of 1986 (the "Code") and net earnings from self-employment as defined in Section 1402 of the Code. If Employer terminates the employment of Employee for Cause, the commencement of the delivery of then Employee shall not be entitled to receive any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under this Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code3.

Severance Payment. The In exchange for your execution within 60 days of the Termination Date of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within such 60-day period, the Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal to: (a) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control), provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be made before the first day of the second calendar year. The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "“nonqualified deferred compensation" ” within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" ” under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. The Company shall make a cash payment (the "Severance Payment") to you in an amount equal to: (a) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. The In exchange for your execution of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within the 60-day period following the Termination Date, the Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal toto the sum of: (ai) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus (ii) your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you, calculated based on the number of days you were employed during such year; plus (c) all other cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus amount of such incentive award for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The ; provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within made before the meaning of Section 409A first day of the Code and a portion, if any, that does constitute nonqualified deferred compensationsecond calendar year. If you are a "“specified employee" ” (as defined in Section 409A(a)(2)(B)(ibelow) of on the CodeTermination Date, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" under Section 409A(a)(2)(A)(i” (as defined below) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9) and Treasury Reg. § 1.409A-1(a)(5). Any payments that are intended For purposes of this Agreement, to qualify for the exclusion for separation pay due extent required to involuntary ensure compliance with Section 409A of the Code, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service set forth service” (as defined in Treasury Reg. §1.409A-1(b)(9)(iii1.409A-1(h) must after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be paid no a specified employee under Treasury Reg. §1.409A-1(i). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. Your right to payment or reimbursement for any expenses hereunder that would constitute nonqualified deferred compensation subject to Section 409A of the Code will be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than the last day December 31 of the second taxable calendar year following the taxable calendar year in which the Termination Date occurs. To expense or payment was incurred, and (iii) the extent that the termination of your employment does right to payment or reimbursement shall not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated be subject to be provided by you to the Company at the time your employment is terminated), the payment of liquidation or exchange for any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codeother benefit.

Severance Payment. The In exchange for your execution within 60 days of the Termination Date of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within such 60-day period, the Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal to: (ai) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata prorata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control), provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be made before the first day of the second calendar year. The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "“nonqualified deferred compensation" ” within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" ” under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. The In exchange for your execution of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within the 60-day period following the Termination Date, the Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal toto the sum of: (ai) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus (ii) your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you, calculated based on the number of days you were employed during such year; plus (c) all other cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The , provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within made before the meaning of Section 409A first day of the Code and a portion, if any, that does constitute nonqualified deferred compensationsecond calendar year. If you are a "“specified employee" ” (as defined in Section 409A(a)(2)(B)(ibelow) of on the CodeTermination Date, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" under Section 409A(a)(2)(A)(i” (as defined below) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9) and Treasury Reg. § 1.409A-1(a)(5). Any payments that are intended For purposes of this Agreement, to qualify for the exclusion for separation pay due extent required to involuntary ensure compliance with Section 409A of the Code, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service set forth service” (as defined in Treasury Reg. §1.409A-1(b)(9)(iii1.409A-1(h) must after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be paid no a specified employee under Treasury Reg. §1.409A-1(i). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. Your right to payment or reimbursement for any expenses hereunder that would constitute nonqualified deferred compensation subject to Section 409A of the Code will be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than the last day December 31 of the second taxable calendar year following the taxable calendar year in which the Termination Date occurs. To expense or payment was incurred, and (iii) the extent that the termination of your employment does right to payment or reimbursement shall not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated be subject to be provided by you to the Company at the time your employment is terminated), the payment of liquidation or exchange for any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codeother benefit.

Severance Payment. The Consistent with the terms of your Employment Agreement, and in consideration of your service to ▇▇▇▇▇▇▇▇▇ and your execution of this Separation Agreement and the General Release contained hereafter, ▇▇▇▇▇▇▇▇▇ will provide you with a severance payment equal to number (#) months’ base salary. In some situations, the Company shall make a cash payment (the "Severance Payment") may place you on leave prior to you in an amount equal to: (a) your annual base salary (provided, however, that Separation Date if you terminate your employment for Good Reason based on loss is a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting result of a portion that does not constitute "nonqualified deferred compensation" within “mass layoff” or “plant closing” which may be covered by the meaning federal Worker Adjustment and Retraining Notification Act (“WARN”) for a period of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensationup to 60 days (“WARN Leave”). If you are placed on WARN Leave, all or a "specified employee" as defined in Section 409A(a)(2)(B)(i) portion of the Code, severance benefits you may be entitled to receive shall be considered to be payments provided by the commencement of the delivery of any such payments Company pursuant to WARN. In that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to whichevent, any payment of the a severance benefit that you may receive shall be reduced dollar- for-dollar by payments required to be made to you hereunder are nonqualified deferred pursuant to WARN and all other severance benefits otherwise provided to you under this Separation Agreement will be offset by benefits provided pursuant to WARN. These severance amounts will not otherwise be “benefit bearing” and will not be considered as compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day purposes of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(iCompany’s 401(k) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated)plan, the payment of any non-qualified deferred compensation plan or for accrual of PTO or other leave. You will be further delayed until receive the first business severance benefits only if you have returned an executed copy of this Separation Agreement and the accompanying General Release during the 21/45-day that is more than six months after period immediately following the date on which you receive this Separation Agreement and the General Release and you have not revoked the General Release within the seven-day revocation period provided in the General Release. In order to receive or retain the severance benefits you must also return all ▇▇▇▇▇▇▇▇▇ property within 14 days of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(iyour Separation Date (as described in paragraph 4, below) of and comply with the Codecovenants set forth in paragraphs 5 through 9, below.

Severance Payment. The 6.1 Subject to Section 6.2 hereof, if Executive’s employment is terminated as a result of a Qualifying Termination, the Company shall make pay Compensation (as hereinafter defined) to Executive (A) in the event of an Involuntary Termination, for the two (2) years following the Qualifying Termination, but in no event less than the Base Salary and Benefits that Executive would have received in the event of a cash payment termination of the Compensation Agreement for any reason other than Disability, Death or Detrimental Activity, or (B) in the event of a Voluntary Termination, for one (1) year following the Qualifying Termination, in either event in accordance with the Company’s customary payroll practice (the "“Severance Payment") ”). Except as provided in Section 6.5 hereof, such payments shall commence on the next payroll payment date following the Qualifying Termination. 6.2 The Severance Payment payable by the Company to you in Executive shall be reduced by an amount equal to: (a) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided thatcompensation and other benefits received by Executive from other employment or consulting activities, if a fiscal year has been completed and the incentive award for such fiscal year has not been determinedwith or on behalf of, the incentive compensation for such completed fiscal year shall equal person, entity or group, or their affiliates, which consummated the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed Change in Control as set forth in Section 3 hereof. 6.3 For purposes of this paragraphAgreement, Executive’s “Compensation” shall equal the Severance Payment shall be made in cash within ten days after sum of (i) Executive’s salary at the execution by you annual rate applicable on the date of the general release referred Qualifying Termination, plus (ii) a “Bonus Increment.” The Bonus Increment shall equal the annualized average of all bonuses and incentive compensation payments paid to above and expiration without revocation Executive during the three (3) year period immediately before the date of any applicable revocation periods under such general release (or, if the Change of Control resulting under all of the Company’s bonus and incentive compensation plans or arrangements as disclosed in your becoming entitled the Company’s annual Proxy Statement. Any shares of the Company’s common stock paid in accordance with the Bonus Increment shall have a value equal to such benefits occurs after such execution and expiration, within ten days after the Change fair market value as of Control). the last day of the period for which they are issued. 6.4 The Severance Payment hereunder is in lieu of any severance payment that Executive might otherwise be entitled to from the Company in the event of a Change in Control under the Company’s applicable severance pay policies, if any, or under any other oral or written agreement. 6.5 Notwithstanding anything herein to the contrary, if at the time of the Executive’s “Separation From Service” (as hereinafter defined) the Executive shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" “specified employee” (within the meaning of Section 409A of Treasury Regulation 1.409A-1(i)), as determined in a uniform manner by the Code and a portionCompany, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i) of any Severance Payment payable to the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will Executive shall not be delayed paid or commence until the first business day after six months following the Executive’s “Separation From Service” (or if earlier upon his death). The term “Separation From Service” shall mean the Executive’s termination of active employment, whether voluntary or involuntary (other than by death) with the Company or any of its affiliated companies within the meaning of Treasury Regulation 1.409A-1(h). The Company will determine whether the Executive has terminated active employment (and incurred a Separation From Service) based upon facts and circumstances described in Treasury Regulation 1.409A-1(h)(1)(ii). The Executive shall incur a Separation From Service if the Company and the Executive reasonably anticipate the Executive will not perform any additional services after a certain date or that is the level of bona fide services (as an employee or an independent contractor) will permanently decrease to no more than six months after your Termination Datetwenty (20%) percent of the average level of bona fide services performed over the immediately preceding 36-month period. The determination provisions of whetherthis Section 6.5 shall only apply if, and to the extent minimum extent, necessary to which, any comply with Section 409A of the payments Internal Revenue Code of 1986, as amended, to be made to you hereunder are nonqualified deferred compensation shall be made after avoid the application Executive’s incurrence of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service any additional taxes or penalties under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.409A.

Severance Payment. The Company shall make If Employer terminates the employment of Employee without Cause, including but not limited to a cash payment (the "Severance Payment") constructive discharge arising from a material reduction in duties or a material reduction in rank or base salary, then Employee shall, upon such termination of employment, be entitled to you receive severance pay from Employer in an amount equal to: (a) your to Employee's annual base salary at the effective time of such termination of employment; provided, that the amount of such severance pay shall increase to twice Employee's annual base salary at the effective time of such termination of employment in the event that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is not the Chief Executive Officer of Employer at the effective time of such termination of employment or ceases to be the Chief Executive Officer of Employer within three (provided3) months after the effective time of such termination of employment. Employer shall pay such severance pay to Employee in bi-weekly payments over the applicable twelve (12) month or twenty-four (24) month period following the effective time of such termination of employment in accordance with Employer's normal payroll practices, less applicable deductions and other amounts required by law to be withheld. Notwithstanding the foregoing provisions of this Section 3, the amount of severance pay which Employee is entitled to receive pursuant to this Section 3 shall be reduced by the total amount of any wages earned by Employee during the applicable twelve (12) month or twenty-four (24) month period immediately following the effective date of the termination of his employment by Employer; in no event, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary shall Employee be required to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior repay to such reduction in annual base salary) plus your target bonus under Employer any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus any severance payments to which Employee was entitled pursuant to this Section 3 for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid period prior to the Termination Date; provided thatperiod during which Employee earned such wages. For purposes of this Section 3, if a fiscal year has been completed "wages" shall mean and the incentive award include both wages for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion purposes of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" federal income tax withholding as defined in Section 409A(a)(2)(B)(i3401 of the Internal Revenue Code of 1986 (the "Code") and net earnings from self-employment as defined in Section 1402 of the Code. If Employer terminates the employment of Employee for Cause, the commencement of the delivery of then Employee shall not be entitled to receive any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under this Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code3.

Severance Payment. The Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal to: (a) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "“nonqualified deferred compensation" ” within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" ” under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. (a) The Company shall make will pay to you within 15 days after the date of termination of your employment (the “Termination Date”) a cash lump-sum severance payment (the "“Severance Payment"”) equal to you in an amount equal to: the present value of the sum of your Annual Base Pay (aas defined below) plus your annual base salary Annual Incentive Pay (as defined below); provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment will be reduced by the aggregate amount of severance payments received by you under any other severance policy, plan, program, or arrangement of the Company. Such present value shall be determined as if an aggregate amount equal to the sum of your annual base salary in effect immediately prior to such reduction in annual base salary) Annual Base Pay plus your target bonus Annual Incentive Pay (minus, if applicable, the aggregate amount of severance payments received by you under any bonus program applicable other severance policies, plan, program, or arrangement of the Company) would otherwise have been paid to you for the year in which 12 equal monthly installments commencing one month after the Termination Date occurs; plusDate, using a discount rate equal to the then-applicable interest rate adopted by the Pension Benefit Guaranty Corporation for purposes of benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments, as set forth in Table II in Appendix B to Part 4044 (formerly Part 2619) of Title 29 of the Code of Federal Regulations (29 C.F.R. § 4044.75(b)), or any successor appendix, schedule, rule or regulation. (b) In lieu of a pro rata portion cash lump sum, you may, in your sole discretion, elect to receive the Severance Payment in equal annual installments over five years (or such lesser number of your target bonus for the portion years as you may elect). Such installments shall be paid to you on each anniversary of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed beginning with the first such anniversary and the incentive award for continuing on each such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal yearanniversary thereafter until fully paid. Except with respect Such election to any portion of receive the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall installments may be made in cash within ten days after the execution and/or revoked by you of the general release referred at any time and from time to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled time prior to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation by providing written notice to the Secretary of service under Section 409A(a)(2)(A)(i) Emulex of the Code (as the result of further services that are reasonably anticipated to be provided such election. Any such election by you to receive the Company Severance Payment in installments that has been made and not revoked prior to your termination shall, effective on the date of such termination, be irrevocable and binding on all parties hereto. (c) In the event that at the time of your employment termination there is terminated)not in effect an election by you to receive the Severance Payment in installments, such Severance Payment shall be paid to you in a single cash lump sum as provided in Section 1.1(a) hereof. In the event that you have made an appropriate election to receive the Severance Payment in annual installments, and you become entitled to such Severance Payment as provided in this Agreement, then such Severance Payment, to the extent at any time unpaid and/or deferred, shall be deemed to bear interest at the aforementioned discount rate or, if less, the payment of any non-qualified deferred compensation will maximum rate permitted by law. Accrued interest shall be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) due and payable together with each annual installment of the CodeSeverance Payment.

Severance Payment. The Upon the occurrence of a Termination Event (as defined in Paragraph 2) during the Retention Period and Officer’s execution of the General Release within 45 days following the Termination Date (and provided that Officer does not revoke the General Release within any revocation period) — (i) the Company or its successor shall make a cash payment (the "Severance Payment") to you in pay Officer an amount equal to: to Officer’s Annual Base Salary (aas defined in Paragraph 2) your annual base salary (providedmultiplied by 2.0, however, that if you terminate your employment for Good Reason based payable as a lump sum cash payment on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to 60th day following the Termination Date; provided that; (ii) if Officer was participating in a life insurance and/or disability benefit plan maintained by the Company as of [his/her] Termination Date, if a fiscal year has been completed and such coverage will be continued at the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a portionsame cost, if any, charged to similarly situated active employees under such plans for a period of eighteen months following the Termination Date or, if earlier, the date as of which Officer obtains other employment. Officer shall immediately notify the Company upon obtaining other employment; (iii) if Officer was participating in a hospital, surgical, medical or dental benefit plan maintained by the Company as of [his/her] Termination Date, then Officer will be entitled to continue such participation on the same terms and at the same cost as similarly-situated current employees until the date as of which Officer obtains other employment, provided that does constitute nonqualified deferred compensation. If you such coverage is either nontaxable to Officer or otherwise exempt from Code Section 409A. Officer shall immediately notify the Company upon obtaining other employment; and (iv) for a period of five years following a Change of Control, the Company shall pay all reasonable legal fees and expenses promptly as they are a "specified employee" as defined incurred by Officer in Section 409A(a)(2)(B)(i) seeking to obtain or enforce any right or benefit provided by this Agreement other than fees or expenses incurred in connection with any challenge by Officer to the enforceability of the Code, General Release. In no event shall the commencement payment of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, eligible fees and the extent to which, any of the payments to expenses be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second Officer’s taxable year following the taxable year in which such fees and expenses are incurred. The amount of fees and expenses eligible for payment during Officer’s taxable year shall not affect the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the fees and expenses eligible for payment of in any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codeother taxable year.

Severance Payment. The In exchange for your execution of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within the 60-day period following the Termination Date, the Company shall make a cash payment (the "Severance Payment") to you in an amount equal toto the sum of: (ai) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus (ii) your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion p01tion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you, calculated based on the number of days you were employed during such year; plus (c) all other cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The , provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within made before the meaning of Section 409A first day of the Code and a portion, if any, that does constitute nonqualified deferred compensationsecond calendar year. If you are a "specified employee" (as defined in Section 409A(a)(2)(B)(ibelow) of on the CodeTermination Date, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i(as defined below) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9l.409A-l(b)(9) and Treasury Reg.§ l.409A-l(a)(5). Any payments that are intended For purposes of this Agreement, to qualify for the exclusion for separation pay due extent required to involuntary ensure compliance with Section 409A of the Code, all references to "termination of employment" and correlative phrases shall be construed to require a "separation from service set forth service" (as defined in Treasury Reg. §1.409A-1(b)(9)(iiil.409A-l(h) must after giving effect to the presumptions contained therein), and the term "specified employee" means an individual determined by the Company to be paid no a specified employee under Treasury Reg. §l.409A-l(i). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. Your right to payment or reimbursement for any expenses hereunder that would constitute nonqualified deferred compensation subject to Section 409A of the Code will be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than the last day December 31 of the second taxable calendar year following the taxable calendar year in which the Termination Date occurs. To expense or payment was incurred, and (iii) the extent that the termination of your employment does right to payment or reimbursement shall not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated be subject to be provided by you to the Company at the time your employment is terminated), the payment of liquidation or exchange for any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codeother benefit.

Severance Payment. The In exchange for your execution within 60 days of the Termination Date of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within such 60-day period, the Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal to: (ai) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata A prorata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The , provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be divided into two portionsmade before the first day of the second calendar year. To the extent (A) any payments or benefits to which you become entitled under this letter agreement, consisting or under any agreement or plan referenced herein, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (B) you are deemed at the time of such termination of employment to be a portion “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earlier of (i) the date that does not is immediately following the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of your death following such separation from service. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum (without interest). Any termination of your employment is intended to constitute "nonqualified deferred compensation" within a “separation from service” and will be determined consistent with the meaning rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. It is intended that each installment of any payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a portion, if any, “short-term deferral”). To the extent that does constitute nonqualified deferred compensation. If you are a "specified employee" any provision of this letter agreement is ambiguous as defined in to its compliance with Section 409A(a)(2)(B)(i) 409A of the Code, the commencement provision will be read in such a manner so that all payments hereunder are either exempt from or comply with Section 409A of the delivery Code. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this letter agreement is determined to be subject to Section 409A of the Code, the amount of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the Code will expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be delayed until the first business day that is more than six months reimbursed after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable calendar year following the taxable calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment provision of any nonin-qualified deferred compensation will kind benefit be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codesubject to liquidation or exchange for another benefit.

Severance Payment. The a. In addition to and not as a substitute for the Retirement Pay, on or before January 15, 2012, the Company shall make a provide cash payment severance (the "“Severance Payment"”) to you REG equal to the present value of REG’s current six (6) months’ salary of $192,095 were it to be paid for the period beginning January 1, 2013, and ending on June 30, 2013 (the “Severance Period”). Such payment shall be made in an amount equal to: (a) your annual base salary (provideda single lump sum payment unless the Company determines, howeverin its discretion, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then such lump sum payment would materially and adversely affect the annual base salary to be used in calculating Company’s financial condition or its compliance with its loan agreement with its principal lender. The present value of the Severance Payment shall be your annual base salary determined in effect immediately prior the manner prescribed in the Employment Agreement. If the Company determines not to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of make the Severance Payment that is delayed as set forth in this paragrapha lump sum on or before January 15, 2012, for one of the reasons noted above, the Severance Payment shall be made paid ratably over the Severance Period without any discount for present value, as it would have been paid under the Employment Agreement. b. Upon REG’s election, such election being delivered in cash within ten days after writing to the execution by you Company on or prior to January 10, 2012, the Company shall also pay the dollar value of the general release referred Benefits for the Severance Period (the “Severance Benefits Payment”) in a lump sum at the same time and in the same manner as the Severance Payment. If REG does not elect to above have the Severance Benefits Payment paid concurrently with the Severance Payment, then the Severance Benefits Payment will be paid ratably over the Severance Period. c. Reporting of and expiration without revocation withholding for tax purposes in respect of any applicable revocation periods under such general release (orconsideration, if including but not limited to Retirement Pay, the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall and Benefits, provided under this Agreement will be divided into two portions, consisting at the discretion of the Company so long as it is in conformity with applicable tax laws. If a claim is made against the Company for any additional tax or withholding in connection with or arising out of a portion that does not constitute "nonqualified deferred compensation" payment pursuant to this Agreement, REG shall pay any such claim within thirty (30) days of being notified by the meaning Company and agrees to indemnify the Company and hold it harmless against such claims. In addition, the provisions of Section 409A 5.3 of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any Employment Agreement shall apply to all such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whetherconsideration, and the extent terms of Section 5.3 are hereby incorporated by reference into this Agreement. d. The Company shall have no right to which, withhold or seek any recovery of the payments Severance Payment or the Severance Benefits payment unless there has been a final determination, not subject to be made to you hereunder are nonqualified deferred compensation shall be made after appeal, by a court with jurisdiction over the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for controversy and the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service parties or by an arbitration panel duly convened under Section 409A(a)(2)(A)(i) 20.a of the Code (as the result this Agreement that REG has committed a material breach of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated)Sections 3, the payment 8, 9, 10 or 11 of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codethis Agreement.

Severance Payment. The Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal to: (a) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control), provided that, if the 60 day period during which the release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall be made in the second calendar year. The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "“nonqualified deferred compensation" ” within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" ” under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company or any affiliate of the Company or its successor at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. The Company Subject to the Employee signing and not revoking a release of claims in a form prescribed by the Corporation and the Employee remaining in strict compliance with the terms of this Agreement and any other written agreements between the Corporation and the Employee, the Employee shall make a cash payment be entitled to receive the following amount as severance pay, subject to such amount being reduced as provided below (referred to in this Section 6(c)(iii) as the "“Severance Payment"”): (A) to you in an amount equal to: to two times the Employee’s target Bonus for the fiscal year in which the Date of Termination occurs, plus (aB) your annual base salary an amount equal to two times the Employee’s Base Salary as of the Date of Termination. The Severance Payment described in subsections (A) and (B) above shall be added together and will be paid in substantially equal installments in accordance with the Corporation’s normal payroll policies commencing on the Date of Termination and continuing for twenty-four (24) consecutive months; provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then any installments that otherwise would be paid during the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salaryfirst sixty (60) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you Date of Termination will be delayed and included in the general release referred first installment paid to above and expiration without revocation of any applicable revocation periods under such general release the Employee on the first payroll date that is more than sixty (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten 60) days after the Change Date of ControlTermination, and provided further that if the Employee is considered a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i). The Severance Payment shall be divided into two portions) as of the Date of Termination, consisting then no payments of a portion that does not constitute "nonqualified deferred compensation" within the meaning compensation payable due to Employee’s separation from service for purposes of Section section 409A of the Code shall be made under this Agreement until the Corporation’s first regular payroll date that is after the first day of the seventh (7th) month following the Date of Termination and a portionincluded with the installment payable on such payroll date, if any, that does constitute nonqualified deferred compensationwithout adjustment for interest or earnings during the period of delay. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(iFurthermore, any Severance Payment owed to the Employee under subsections (A) of or (B) above will be reduced by the Code, the commencement of the delivery amount of any such payments that constitute nonqualified deferred compensation payable upon earned by the Employee for any consulting or employment services provided on a "separation from service" under Section 409A(a)(2)(A)(i) substantially full-time basis during the 24-month period immediately following the Date of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whetherTermination, and to the extent to which, any of the payments to be made to you hereunder are nonqualified deferred such compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided is payable by you an entity unrelated to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the CodeCorporation.

Severance Payment. The In exchange for your execution within 60 days of the Termination Date of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within such 60-day period, the Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal to: (a) (i) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs, multiplied by (ii) 50% plus 3.846% for each year of continuous service with the Company (up to a maximum of 100%); plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control), provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be made before the first day of the second calendar year. The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "“nonqualified deferred compensation" ” within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" ” under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. The Company a. In the event the employment of Employee is terminated by Employee for Good Reason as described in Section 2 hereof or by Employer following a Change of Control as described in Section 3 hereof, Employer shall make a cash payment (pay to Employee the "following Severance Payment", which shall be paid in a lump sum within thirty-five (35) days following the Termination Date: (i) Any amount of Employee’s Base Compensation earned but unpaid through the Termination Date; and (ii) In lieu of any further salary or other payments of any kind to you in Employee for periods after the Termination Date, an amount equal to: (a1) your the sum of: (A) Employee’s Base Compensation, plus (B) the amount of Employee’s annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary Employer’s Management Incentive Plan award with respect to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs, assuming the Plan Target Level (as defined by the Employer’s Management Incentive Plan) had been achieved and that all other terms and conditions of the Employer’s Management Incentive Plan had been satisfied; plus (bC) a pro rata portion the amount of your target bonus contributions made by Employer to the Plans for the portion benefit of Employee with respect to the year prior to the year in which the Termination Date occurs under any bonus program applicable to you; plusoccurs. (c2) multiplied by the number three (3). (iii) An amount equal to the contributions from the Employer the Employee would have otherwise been entitled to under the Plans if Employee had remained an employee of Employer until and including December 31 of the calendar year in which Employee’s employment terminates. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by Employer to Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 6.b.) (a “Payment”) is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Employer shall pay to Employee an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Employee of all cash incentive compensation awards earned taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any federal, state or local income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (ii) Subject to the provisions of Section 6.b.(iii), all determinations required to be made regarding whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination shall be made by you Employer’s public accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to Employer and Employee as soon as possible following a request made by Employee or Employer. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Employer shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by Employer. Any Gross-Up Payment shall be paid by Employer to Employee within five (5) days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee with a written opinion that failure to report the Excise Tax on Employee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon Employer and Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Employer should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that Employer exhausts its remedies pursuant to Section 6.b.(iii), and Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Employer to or for the benefit of Employee. (iii) Employee shall notify Employer in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is informed in writing of such claim and shall apprise Employer of the nature of such claim and the date on which such claim is requested to be paid. Employee shall not paid pay such claim prior to the Termination Dateexpiration of the 30-day period following the date on which Employee gives such notice to Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Employer notifies Employee in writing prior to the expiration of such period that it desires to contest such claim, Employee shall: (1) give Employer any information reasonably requested by Employer relating to such claim, (2) take such action in connection with contesting such claim as Employer shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Employer, (3) cooperate with Employer in good faith to effectively contest such claim, and (4) permit Employer to participate in any proceedings relating to such claim; provided, however, that Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 6.b.(iii), Employer shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Employee to pay the tax claimed and s▇▇ for a refund or contest the claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer shall determine; provided thatfurther, that if Employer directs Employee to pay such claim and s▇▇ for a fiscal year has been completed refund, Employer shall advance the amount of such payment to Employee on an interest-free basis and the incentive award for shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except advance or with respect to any portion imputed income with respect to such advance; and provided further, that any extension of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you statute of the general release referred limitations relating to above and expiration without revocation payment of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify taxes for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year of Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Employer’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employer shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (iv) If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 6.b.(iii), Employee becomes entitled to receive, and receives, any refund with respect to such claim, Employee shall (subject to Employer’s complying with the requirements of Section 6.b.(iii)) promptly pay to Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of any amount advanced by Employer pursuant to Section 6.b.(iii), a determination is made that Employee shall not be entitled to any refund with respect to such claim and Employer does not notify Employee in which writing of its intent to contest such denial of refund prior to the Termination Date occurs. To expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent that thereof, the termination amount of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated Gross-Up Payment required to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codepaid.

Severance Payment. The In exchange for your execution within 60 days of the Termination Date of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within such 60-day period, the Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal to: (a) (i) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata prorata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control), provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be ▇▇▇ ▇▇▇▇▇▇ September 6, 2017 made before the first day of the second calendar year. The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "“nonqualified deferred compensation" ” within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" ” under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. The In exchange for your execution within 60 days of the Termination Date of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within such 60-day period, the Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal to: (a) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata A prorata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control), provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be made before the first day of the second calendar year. The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "“nonqualified ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, M.D. December 2, 2013 Page 4 of 6 deferred compensation" ” within the meaning of Section 409A of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" ” under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § §1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminated), the payment of any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code.

Severance Payment. The In exchange for your execution within 60 days of the Termination Date of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within such 60-day period, the Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal toto the sum of: (a) 299% of the sum of (i) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus (ii) your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you, calculated based on the number of days you were employed during such year; plusplus July 24, 2019 (c) all other cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The , provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within made before the meaning of Section 409A first day of the Code and a portion, if any, that does constitute nonqualified deferred compensationsecond calendar year. If you are a "“specified employee" ” (as defined in Section 409A(a)(2)(B)(ibelow) of on the CodeTermination Date, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" under Section 409A(a)(2)(A)(i” (as defined below) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9) and Treasury Reg. § 1.409A-1(a)(5). Any payments that are intended For purposes of this Agreement, to qualify for the exclusion for separation pay due extent required to involuntary ensure compliance with Section 409A of the Code, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service set forth service” (as defined in Treasury Reg. §1.409A-1(b)(9)(iii1.409A-1(h), after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury Reg. §1.409A-1(i). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. Your right to payment or reimbursement for any expenses hereunder that would constitute nonqualified deferred compensation subject to Section 409A will be subject to the following additional rules: (i) must the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be paid no made not later than the last day December 31 of the second taxable calendar year following the taxable calendar year in which the Termination Date occurs. To expense or payment was incurred, and (iii) the extent that the termination of your employment does right to payment or reimbursement shall not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated be subject to be provided by you to the Company at the time your employment is terminated), the payment of liquidation or exchange for any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codeother benefit.

Severance Payment. The (i) In addition to the payments and benefits described in Section 5(a) above, if the Executive’s employment shall be terminated by the Company shall make a cash payment (without Cause pursuant to Section 4(a)(iv), by the "Severance Payment") to you in an amount equal to: (a) your annual base salary (provided, however, that if you terminate your employment Executive’s resignation for Good Reason based on a reduction pursuant to Section 4(a)(v), or due to non-extension of the Initial Term or any Extension Term by the Company pursuant to Section 4(a)(vii), the Company shall pay to Executive severance in your annual base salary, then the annual base salary total gross amount equal to be used in calculating two and one-half (2.5) times the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salarysum of (1) plus your target bonus under any bonus program applicable to you the Annual Base Salary for the year in which the Date of Termination Date occurs; plus , and (b2) a pro rata portion the higher of your the target bonus for Annual Bonus or the portion Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination Date occurs under any bonus program applicable to you; plus(the “Severance Payment”). (cii) all cash incentive compensation awards earned by you but not paid prior The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. Notwithstanding anything herein to the Termination Date; provided thatcontrary, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any (A) no portion of the Severance Payment shall be paid unless, on or prior to the sixtieth (60th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement, in a form substantially similar to that attached to this Agreement as Exhibit B (the “Release”), which Release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such Release is delayed revocable under applicable law, and (B) as set forth of the first date on which the Executive violates any covenant contained in this paragraphSection 7, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Subject to the provisions of Section 9, the Severance Payment shall be made paid in cash within ten days equal installments during the Severance Period, at the same time and in the same manner as the Annual Base Salary would have been paid had the Executive remained in active employment during the Severance Period, in accordance with the Company’s normal payroll practices in effect on the Date of Termination; provided that any installment that would otherwise have been paid prior to the first normal payroll payment date occurring on or after the execution by you sixtieth (60th) day following the Date of Termination (such payroll date, the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if “First Payment Date”) shall instead be paid on the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control)First Payment Date. The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning For purposes of Section 409A (including, without limitation, for purposes of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i1.409A-2(b)(2)(iii) of the Code, the commencement Department of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminatedRegulations), the payment Executive’s right to receive the Severance Payment in the form of any non-qualified deferred compensation will installment payments (the “Installment Payments”) shall be further delayed until the first business day that is more than six months after the date treated as a right to receive a series of separate payments and, accordingly, each Installment Payment shall at all times be considered a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codeseparate and distinct payment.

Severance Payment. The In exchange for your execution within 60 days of the Termination Date of a general release, in a form satisfactory to the Company, of all claims against the Company, its subsidiaries, and its and their officers, directors and representatives, that becomes enforceable and irrevocable within such 60-day period, the Company shall make a cash payment (the "“Severance Payment"”) to you in an amount equal to: (a) (i) your annual base salary (provided, however, that if you terminate your employment for Good Reason based on a reduction in your annual base salary, then the annual base salary to be used in calculating the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salary) plus your target bonus under any bonus program applicable to you for the year in which the Termination Date occurs; plus (b) a pro rata prorata portion of your target bonus for the portion of the year in which the Termination Date occurs under any bonus program applicable to you; plus (c) all other cash incentive compensation awards earned by you but not paid prior to the Termination Date; provided that, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any portion of the Severance Payment that is delayed as set forth in this paragraph, the Severance Payment shall be made in cash within ten days after the execution by you of the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control). The , provided that, if the 60-day period during which the general release is required to become effective and irrevocable begins in one calendar year and ends in another calendar year, the Severance Payment shall not be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within made before the meaning of Section 409A first day of the Code and a portion, if any, that does constitute nonqualified deferred compensationsecond calendar year. If you are a "“specified employee" ” (as defined in Section 409A(a)(2)(B)(ibelow) of on the CodeTermination Date, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "“separation from service" under Section 409A(a)(2)(A)(i” (as defined below) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9) and Treasury Reg. § 1.409A-1(a)(5). Any payments that are intended For purposes of this Agreement, to qualify for the exclusion for separation pay due extent required to involuntary ensure compliance with Section 409A of the Code, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service set forth service” (as defined in Treasury Reg. §1.409A-1(b)(9)(iii1.409A-1(h) must after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be paid no a specified employee under Treasury Reg. §1.409A-1(i). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. Your right to payment or reimbursement for any expenses hereunder that would constitute nonqualified deferred compensation subject to Section 409A will be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than the last day December 31 of the second taxable calendar year following the taxable calendar year in which the Termination Date occurs. To expense or payment was incurred, and (iii) the extent that the termination of your employment does right to payment or reimbursement shall not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated be subject to be provided by you to the Company at the time your employment is terminated), the payment of liquidation or exchange for any non-qualified deferred compensation will be further delayed until the first business day that is more than six months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codeother benefit.

Severance Payment. The (i) In addition to the payments and benefits described in Section 5(a) above, if the Executive’s employment shall be terminated by the Company shall make a cash payment (without Cause pursuant to Section 4(a)(iv), by the "Severance Payment") to you in an amount equal to: (a) your annual base salary (provided, however, that if you terminate your employment Executive’s resignation for Good Reason based on a reduction pursuant to Section 4(a)(v), or due to non-extension of the Initial Term or any Extension Term by the Company pursuant to Section 4(a)(vii), the Company shall pay to Executive severance in your annual base salary, then the annual base salary total gross amount equal to be used in calculating one and one-half (1.5) times the Severance Payment shall be your annual base salary in effect immediately prior to such reduction in annual base salarysum of (1) plus your target bonus under any bonus program applicable to you the Annual Base Salary for the year in which the Date of Termination Date occurs; plus , and (b2) a pro rata portion the higher of your the target bonus for Annual Bonus or the portion Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination Date occurs under any bonus program applicable to you; plus(the “Severance Payment”). (cii) all cash incentive compensation awards earned by you but not paid prior The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. Notwithstanding anything herein to the Termination Date; provided thatcontrary, if a fiscal year has been completed and the incentive award for such fiscal year has not been determined, the incentive compensation for such completed fiscal year shall equal the target bonus for such fiscal year. Except with respect to any (A) no portion of the Severance Payment shall be paid unless, on or prior to the sixtieth (60th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement, in a form substantially similar to that attached to this Agreement as Exhibit B (the “Release”), which Release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such Release is delayed revocable under applicable law, and (B) as set forth of the first date on which the Executive violates any covenant contained in this paragraphSection 7, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Subject to the provisions of Section 9, the Severance Payment shall be made paid in cash within ten days equal installments during the Severance Period, at the same time and in the same manner as the Annual Base Salary would have been paid had the Executive remained in active employment during the Severance Period, in accordance with the Company’s normal payroll practices in effect on the Date of Termination; provided that any installment that would otherwise have been paid prior to the first normal payroll payment date occurring on or after the execution by you sixtieth (60th) day following the Date of Termination (such payroll date, the general release referred to above and expiration without revocation of any applicable revocation periods under such general release (or, if “First Payment Date”) shall instead be paid on the Change of Control resulting in your becoming entitled to such benefits occurs after such execution and expiration, within ten days after the Change of Control)First Payment Date. The Severance Payment shall be divided into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning For purposes of Section 409A (including, without limitation, for purposes of the Code and a portion, if any, that does constitute nonqualified deferred compensation. If you are a "specified employee" as defined in Section 409A(a)(2)(B)(i1.409A-2(b)(2)(iii) of the Code, the commencement Department of the delivery of any such payments that constitute nonqualified deferred compensation payable upon a "separation from service" under Section 409A(a)(2)(A)(i) of the Code will be delayed until the first business day that is more than six months after your Termination Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions, including those set forth under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the Termination Date occurs. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment is terminatedRegulations), the payment Executive’s right to receive the Severance Payment in the form of any non-qualified deferred compensation will installment payments (the “Installment Payments”) shall be further delayed until the first business day that is more than six months after the date treated as a right to receive a series of separate payments and, accordingly, each Installment Payment shall at all times be considered a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Codeseparate and distinct payment.