Common use of Severance Payments Clause in Contracts

Severance Payments. If the Executive's Employment is terminated during the term of this Agreement, the Executive shall be entitled to receive severance payments as follows: (a) If the Executive's Employment is terminated under Section 8(a), (b), (d) or (e), the Company will pay or cause to be paid to the Executive (or, in the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c) or (f), the Company will pay or cause to be paid to the Executive: (i) the Accrued Salary determined as of the termination date of the Executive's Employment; (ii) the Other Earned Compensation; and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If the Executive's Employment employment is terminated following a Change in Control and during the term Term, other than (A) by the Company for Cause, (B) by reason of this Agreementdeath or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the following amounts, and provide the Executive the following benefits (collectively, the Executive shall be entitled to receive severance payments as follows: (a) If the Executive's Employment is terminated "Severance Payments"), together with any Gross-Up Payment payable under Section 8(a)6(b) hereof, (b), (d) or (e), the Company will pay or cause in addition to be paid any payments and benefits to which the Executive (or, in the case of a termination is entitled under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c) or (f), the Company will pay or cause to be paid to the Executive5 hereof: (i) In lieu of any further salary payments to the Accrued Salary determined as Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the termination date Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to [TWO] times the sum of (x) the Executive's Employment;base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (y) the Executive's target annual bonus pursuant to any annual bonus or incentive plan maintained by the Company in respect of the fiscal year in which occurs the Date of Termination or, if higher, in respect of the fiscal year in which occurs the Change in Control. (ii) For the Other Earned Compensation; and (iii) [TWO] year period immediately following the Reimbursable Expenses. (c) Any payments Date of Termination, the Company shall arrange to which provide the Executive (or and his designated beneficiary or estatedependents life, disability, accident and health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if Section 8(a) applies) is entitled more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence; provided, however, that, unless the Executive consents to a different method (after taking into account the effect of such method on the calculation of "parachute payments" pursuant to paragraph (iSection 6(b) and (iv) of subsection (a) of hereof), such insurance benefits shall be provided through a third-party insurer. Benefits otherwise receivable by the Executive pursuant to this Section 9 6(a)(ii) shall be reduced to the extent benefits of the same type are received by or paragraph (i) made available to the Executive by a subsequent employer of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of Executive during the [TWO] year period following the Executive's Employmenttermination of employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if Section 8(a) applies and any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive's designated beneficiary , the first occurrence of an event or estate is circumstance constituting Good Reason. (iii) Notwithstanding any provision of any stock option plan, stock incentive plan, restricted stock plan or similar plan or agreement to the beneficiary contrary, as of one the Date of Termination, (x) the Executive shall be fully vested in all outstanding options to acquire stock of the Company (or more insurance policies purchased the options of any parent, surviving our acquiring company then held by the Executive) and all then outstanding restricted shares of stock of the Company (or such parent, surviving or acquiring company) held by the Executive, and (y) subject to any limitation on exercise in any such plan or agreement that may not be amended without stockholder approval, all options referred to in cause (x) above shall be immediately exercisable and shall remain exercisable until the earlier of (1) the [SECOND] anniversary of the Date of Termination, or (2) the otherwise applicable normal expiration date of such option. (iv) To the extent that the full vesting of any stock option or share of restricted stock, or the full exercisability of any stock option, provided for in Section 5(c) or Section 6(a)(iii) should violate any law, rule or regulation of any governmental authority or self-regulatory organization applicable to the Company, or to the extent otherwise determined by the Company and then is its sole discretion, the Company may, in effect the proceeds lieu of which are payable providing any vesting or exercisability rights pursuant to that beneficiary by reason Section 5(c) or 6(a)(iii), (x) cancel any or all of the Executive's deathoutstanding options in exchange for a lump sum payment, then in cash, equal to the excess of the fair market value of the shares of stock underlying such options (iwhether or not vested or exercisable) on the Company, at its option, may credit the amount Date of those proceeds, Termination (as and when paid determined by the insurer Board) over the aggregate exercise price provided for in such stock options, and (y) repurchase any shares of restricted stock at their fair market value (as determined by the Board without regard to that beneficiarythe restrictions on such shares of stock). (v) The Company shall pay to the Executive a lump sum amount, against the payment in cash, equal to which the Executive's designated beneficiary or estate target annual bonus under any bonus plan maintained by the Company in respect of the fiscal year in which occurs the Date of Termination multiplied by a fraction, the numerator of which is entitled pursuant to paragraph (iv) the number of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from days in such fiscal year through and including the fifth day after that termination date Date of Termination, and the denominator of which is 365. (vi) The Company shall provide the Executive with outplacement services suitable to the date Executive's position for a period of payment one year or, if earlier, until the first acceptance by the insurer Executive of an offer of employment. For purposes of this Agreement, the Executive's employment shall be deemed to that beneficiary at the rate of interest specified have been terminated following a Change in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased Control by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which without Cause or by the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estatewith Good Reason, if Section 8(a(x) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment employment is terminated by the Company without Cause (whether or as soon thereafter as is administratively feasiblenot a Change in Control ever occurs) and, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate time of interest specified in Section 29. (d) Except as provided in Sections 13 and 23 and this Sectionsuch termination, the Company will have no payment obligations under this Agreement is a party to a written agreement the consummation of which would constitute a Change in Control, or (y) the Executive terminates his employment for Good Reason (whether or his designated beneficiary or estatenot a Change in Control ever occurs) and, if Section 8(a) applies) after both at the termination date time the event occurs that constitutes Good Reason and at the time of such termination, the Executive's EmploymentCompany is a party to such an agreement.

Severance Payments. (a) If a Terminating Event occurs within two (2) years after the Executive's Employment is terminated during the term of this Agreementdate on which a Change in Control has occurred, then the Executive shall be entitled to receive severance payments as followsthe following: (a) If the Executive's Employment is terminated under Section 8(a), (b), (d) or (e), the Company will pay or cause to be paid to the Executive (or, in the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) an aggregate amount equal to 1.5 times the Accrued SalaryExecutive’s “Highest Annual Compensation” (as defined in paragraph (c) of this Section 4) (hereinafter “Lump Sum Payment”), payable within thirty (30) days of the date on which the Executive’s employment with the Bank terminates (the “Date of Termination”); (ii) any base salary, commissions or other compensation accrued or earned, but not yet paid, as of the Other Earned CompensationDate of Termination and any annual or other bonus actually awarded, but not yet paid, as of the Date of Termination, such amounts to be paid on the Date of Termination; (iii) reimbursement for all business expenses for which the Reimbursable ExpensesExecutive would ordinarily be reimbursed by the Employers in the ordinary course of business in accordance with the Employers’ policies, programs, procedures or practices incurred, but not yet paid, as of the Date of Termination, such amount to be paid on the Date of Termination; (iv) payment of the per diem value of any unused vacation days, whether deemed to be accrued or unaccrued, that would be available to the Executive through the end of the calendar year (but not beyond) in which the Date of Termination occurs; (v) continuation of the Employers’ employee welfare benefit plans, programs and practices in which the Executive and his spouse and any other eligible dependents participate or are eligible to participate as of the Date of Termination or, if more favorable to the Executive, as of the date of a Change in Control, at the levels in effect on, and at the same out-of-pocket costs to the Executive as of, the Date of Termination or, if more favorable to the Executive, as of the date of a Change in Control, for the eighteen-month period commencing on the Date of Termination; and (ivvi) any other compensation and benefits as may be provided in accordance with the Severance Benefitterms of any applicable plans, programs, policies, procedures or practices of the Employers. (b) If a Terminating Event occurs within one (1) year prior to the Executive's Employment is terminated under Section 8(c) or date on which a Change in Control occurs, then the Executive shall be entitled to receive, as provided in this paragraph (fb), the Company will pay or cause to be paid to the Executive: (i) the Accrued Salary determined as all of the termination date of the Executive's Employment; (ii) the Other Earned Compensation; and (iii) the Reimbursable Expenses. (c) Any payments and benefits that he would have been entitled to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to receive under paragraph (i) and (iv) of subsection (a) of this Section 9 or 4, unless such Terminating Event occurs as a result of a termination for Cause (as such term is defined in paragraph (ik) of subsection Section 8 below), in which case no increase or adjustments to the amounts paid or benefits provided to the Executive in connection with such Terminating Event shall be made under this paragraph (b). If required in accordance with the immediately preceding sentence, the amounts paid and benefits provided to the Executive in connection with a Terminating Event that occurs within one (1) of this Section 9, as applicable, will year prior to the date on which a Change in Control occurs shall be paid in a single lump sum within five days after increased or otherwise adjusted to ensure that the termination date of Executive receives the Executive's Employment; provided, however, that if Section 8(a) applies full payments and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased benefits contemplated by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises 4. If the payments and/or benefits to be received by the Executive in connection with a Terminating Event that option, has occurred within one (ii1) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date year prior to the date of payment by the insurer on which a Change in Control occurs are required to that beneficiary at the rate of interest specified in Section 29; and providedbe increased or adjusted under this paragraph (b), further, that if Section 8(b) applies and then the Executive is shall be paid on the beneficiary first ordinary payroll payment date of disability insurance purchased by the Company Bank following the occurrence of such Change in Control the cash amount necessary to ensure that the Executive shall have received the full amounts of the payments and then in effect, benefits that the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value Executive would have received as of that termination such date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to under paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 294. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If a. Except as provided in Section 5(b), upon the Executive's Employment is terminated during termination of Employee’s employment by the term of this AgreementCompany other than for Cause prior to a Change in Control, the Executive Employee shall be entitled to receive severance payments as follows:an amount equal to the aggregate of one times: (i) the annual rate of base salary then being paid to the Employee, plus (ii) the average of the past three years short term bonus pay, plus (iii) the Company’s portion of 12 months’ premiums under any health, disability and life insurance plan or program in which the Employee was entitled to participate immediately prior to the Termination Date (the aggregated amount, the “Severance Pay”), which shall be paid to Employee by the Company over a period of 12 months from the Termination Date in accordance with the Company’s regular payroll cycle, commencing on the first regular payroll date of the Company that occurs more than 60 days after the Termination Date (and including any installment that would have otherwise been paid on regular payroll dates during the period of 60 days following the Termination Date), provided the conditions specified in Section 5(c) have been satisfied. b. Notwithstanding Section 5(a) and subject to the limitation in Section 5(e), if (ai) If the Executive's Employment Employee’s employment is terminated under by the Company without Cause or by the Employee for Good Reason, and (ii) the Termination Date occurs within 24 months immediately following a Change in Control, the Employee shall receive two times the Severance Pay calculated in accordance with Section 8(a5(a), which shall be paid to Employee by the Company in a lump sum on the later of 60th day following the Termination Date or the closing on the event constituting the Change in Control, provided the conditions specified in Section 5(c) have been satisfied. c. Notwithstanding the foregoing provisions of Section 5(a) and (b), (d) or (e), the Company will pay not be obligated to make any payments to or cause on behalf of Employee under Section 5(a) and (b), as applicable, unless (i) Employee signs a release of claims in favor of the Company in a form as prepared by the Company (the “Release”) and delivered to Employee no later than five business days after the Termination Date, (ii) all applicable consideration periods and rescission periods provided by law with respect to the Release have expired without Employee rescinding the Release, and (iii) Employee is in strict compliance with the terms of this Agreement as of the dates of the payments. The cessation of these payments will be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction. d. If, when the Employee’s termination of employment occurs, the Employee is a specified employee within the meaning of section 409A of the Code, and if the Severance Pay would be considered deferred compensation under section 409A of the Code, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) of the Code is not available, the Employee’s Severance Pay payments for the first six months following separation from service shall be paid to the Executive (or, in the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c) or (f), the Company will pay or cause to be paid to the Executive: (i) the Accrued Salary determined as of the termination date of the Executive's Employment; (ii) the Other Earned Compensation; and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid Employee in a single lump sum within five days on the first day of the seventh month after the termination date month in which the Employee’s separation from service occurs. e. In the event that the vesting, acceleration and payment of any equity awards or other compensation or benefits, together with all other payments and the value of any benefit received or to be received by the Employee under this Agreement would result in all or a portion of such payment being subject to excise tax under Section 4999 of the Executive's Employment; providedCode, however, then the amounts due under Section 5(b) that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect shall pay to the proceeds of which are payable to that beneficiary by reason of the Executive's death, then Employee shall be either (i) the Companyfull payment or (ii) such lesser amount determined by the Company in accordance with this Section 5(e) that would result in no portion of the payment being subject to excise tax under Section 4999 of the Code (the “Excise Tax”), at its optionwhichever of the foregoing amounts, may credit taking into account the applicable Federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by the Employee, on an after-tax basis, of the greatest amount of those proceedsthe payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. In the event the amounts due under Section are reduced, the amounts shall be reduced in the following order of priority: first, with respect to any amount that does not constitute the “deferral of compensation” under Section 409A of the Code and regulations promulgated thereunder, disregard the acceleration in the time of payment and then disregard the acceleration of vesting as a result of a Change in Control and when paid second, with respect to any amount that constitutes the “deferral of compensation” under Section 409A of the Code and regulations promulgated thereunder, disregard the acceleration in the time of payment and then disregard the acceleration of vesting as a result of a Change in Control first with respect to Company funded amounts and then the Employee’s deferrals, in each case only to the extent necessary to satisfy (ii) above. All determinations required to be made under this Section 5(e) shall be made by a nationally recognized accounting firm that is the Company’s outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and Employee. Notice must be given to the Accounting Firm within 15 business days after an event entitling Employee to an amount due under this Agreement. All fees and expenses of the Accounting Firm shall be borne solely by the insurer to that beneficiary, against Company. The Accounting Firm’s determinations must be made with substantial authority (within the payment to which meaning of Section 6662 of the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) Code). For the purposes of subsection (a) all calculations under Section 280G of the Code and the application of this Section 9 and5.1, all determination as to present value shall use 120 percent of the applicable Federal rate (determined under Section 1274(d) of the Code) compounded based on the nature of the payment, as in effect on the Date of Termination, but if it exercises that optionnot otherwise specified, compounded on a semiannual basis. The determination by the Accounting Firm shall be final and binding on the Company and the Employee. f. If Employee’s employment with the Company is terminated by the Company for Cause or for any reason not covered by Section 5(a) or 5(b), then the Company shall pay to Employee only his base salary and any accrued but unused vacation or PTO earned through the Termination Date. g. In addition to the benefits otherwise provided in Section 5, the Employee shall be entitled to the following benefits and payments upon the Employee’s termination of employment: (i) the payment of the Employee’s base salary and any other form or type of compensation earned, vested and payable through the Date of Termination; (ii) the payment otherwise due pursuant right to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment receive all benefits to which the Executive Employee is entitled pursuant vested on the Date of Termination in accordance with the terms under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) retirement benefits; and (iii) the right to exercise and to receive all rights in which the Employee is vested on the Date of subsection (a) Termination, in accordance with the terms of all awards under any Company stock purchase and stock incentive plans or (b) of this Section 9programs, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date any successor to the date of payment at the rate of interest specified in Section 29any such plans or programs. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If Subject to Section 4(c) below, in the Executive's Employment is terminated during the term event of this Agreement, the Executive shall be entitled any termination of Employee’s employment pursuant to receive severance payments as follows: (a) If the Executive's Employment is terminated under Section 8(a), (b), (d3(b) or (e)Section 3(c) above, the Company will pay or cause to be paid to the Executive (orEmployee, in the case of a termination under Section (a)addition to Final Compensation, the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; Base Salary for the period of twelve (12) months from the date of termination; (ii) the Other Earned Compensation; Target Bonus for the calendar year in which Employee’s employment terminates, pro-rated through the date that Employee’s employment terminates; (iii) one (1) times the Reimbursable ExpensesTarget Bonus; and in cases (iv) the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c) or (fi), the Company will pay or cause to be paid to the Executive: (i) the Accrued Salary determined as of the termination date of the Executive's Employment; (ii) the Other Earned Compensation; and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii), payable in equal installments during the period of Base Salary continuation under clause (i); and (iv) provided Employee timely elects continuation coverage for Employee and Employee’s eligible dependents under the federal law known as “COBRA” or similar state law, a monthly amount that equals the portion of subsection the monthly health premiums paid by the Company on Employee’s behalf and that of Employee’s eligible dependents immediately preceding the date that Employee’s employment terminates until the earlier of (aA) the last day of the period of Base Salary continuation under clause (i) and (B) the date that Employee and Employee’s eligible dependents become ineligible for COBRA coverage to the extent permissible by law and plan terms. The severance payments described in clauses (i) through (iv) above are referred to as the “Severance Payments”. In addition, in the event of any termination of Employee’s employment pursuant to Section 3(b) or (bSection 3(c) above, any unvested equity awards held by Employee as of this Section 9, immediately prior to Employee’s termination of employment that would have vested as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to first anniversary of the date of payment at the rate Employee’s termination of interest specified employment had Employee remained in Section 29. (d) Except as provided in Sections 13 and 23 and this Section, continuous employment with the Company or any subsidiary through such first anniversary will have no payment obligations under this Agreement vest upon Employee’s termination of employment and any such equity awards that are subject to exercise shall remain exercisable until the Executive earlier of three (or his designated beneficiary or estate, if Section 8(a3) applies) after months following the termination date of Employee’s termination of employment and the Executive's Employmentlast day of the option term (the “Equity Acceleration”).

Severance Payments. If a. Except as provided in Section 5(b), upon the Executive's Employment is terminated during termination of Employee’s employment by the term of this AgreementCompany other than for Cause prior to a Change in Control, the Executive Employee shall be entitled to receive severance payments as follows:an amount equal to the aggregate of one times: (i) the annual rate of base salary then being paid to the Employee, plus (ii) the average of the past three years short term bonus pay, plus (iii) the Company’s portion of 12 months’ premiums under any health, disability and life insurance plan or program in which the Employee was entitled to participate immediately prior to the Termination Date (the aggregated amount, the “Severance Pay”), which shall be paid to Employee by the Company over a period of 12 months from the Termination Date in accordance with the Company’s regular payroll cycle, commencing on the first regular payroll date of the Company that occurs more than 60 days after the Termination Date (and including any installment that would have otherwise been paid on regular payroll dates during the period of 60 days following the Termination Date), provided the conditions specified in Section 5(c) have been satisfied. b. Notwithstanding Section 5(a) and subject to the limitation in Section 5(e), if (ai) If the Executive's Employment Employee’s employment is terminated under by the Company without Cause or by the Employee for Good Reason, and (ii) the Termination Date occurs within 24 months immediately following a Change in Control, the Employee shall receive two times the Severance Pay calculated in accordance with Section 8(a5(a), which shall be paid to Employee by the Company in a lump sum on the [later of] 60th day following the Termination Date [or the closing on the event constituting the Change in Control], provided the conditions specified in Section 5(c) have been satisfied. c. Notwithstanding the foregoing provisions of Section 5(a) and (b), (d) or (e), the Company will pay not be obligated to make any payments to or cause on behalf of Employee under Section 5(a) and (b), as applicable, unless (i) Employee signs a release of claims in favor of the Company in a form as prepared by the Company (the “Release”) and delivered to Employee no later than five business days after the Termination Date, (ii) all applicable consideration periods and rescission periods provided by law with respect to the Release have expired without Employee rescinding the Release, and (iii) Employee is in strict compliance with the terms of this Agreement as of the dates of the payments. The cessation of these payments will be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction. d. If, when the Employee’s termination of employment occurs, the Employee is a specified employee within the meaning of section 409A of the Code, and if the Severance Pay would be considered deferred compensation under section 409A of the Code, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) of the Code is not available, the Employee’s Severance Pay payments for the first six months following separation from service shall be paid to the Executive (or, in the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c) or (f), the Company will pay or cause to be paid to the Executive: (i) the Accrued Salary determined as of the termination date of the Executive's Employment; (ii) the Other Earned Compensation; and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid Employee in a single lump sum within five days on the first day of the seventh month after the termination date month in which the Employee’s separation from service occurs. e. In the event that the vesting, acceleration and payment of any equity awards or other compensation or benefits, together with all other payments and the value of any benefit received or to be received by the Employee under this Agreement would result in all or a portion of such payment being subject to excise tax under Section 4999 of the Executive's Employment; providedCode, however, then the amounts due under Section 5(b) that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect shall pay to the proceeds of which are payable to that beneficiary by reason of the Executive's death, then Employee shall be either (i) the Companyfull payment or (ii) such lesser amount determined by the Company in accordance with this Section 5(e) that would result in no portion of the payment being subject to excise tax under Section 4999 of the Code (the “Excise Tax”), at its optionwhichever of the foregoing amounts, may credit taking into account the applicable Federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by the Employee, on an after-tax basis, of the greatest amount of those proceedsthe payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. In the event the amounts due under Section are reduced, the amounts shall be reduced in the following order of priority: first, with respect to any amount that does not constitute the “deferral of compensation” under Section 409A of the Code and regulations promulgated thereunder, disregard the acceleration in the time of payment and then disregard the acceleration of vesting as a result of a Change in Control and when paid second, with respect to any amount that constitutes the “deferral of compensation” under Section 409A of the Code and regulations promulgated thereunder, disregard the acceleration in the time of payment and then disregard the acceleration of vesting as a result of a Change in Control first with respect to Company funded amounts and then the Employee’s deferrals, in each case only to the extent necessary to satisfy (ii) above. All determinations required to be made under this Section 5(e) shall be made by a nationally recognized accounting firm that is the Company’s outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and Employee. Notice must be given to the Accounting Firm within 15 business days after an event entitling Employee to an amount due under this Agreement. All fees and expenses of the Accounting Firm shall be borne solely by the insurer to that beneficiary, against Company. The Accounting Firm’s determinations must be made with substantial authority (within the payment to which meaning of Section 6662 of the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) Code). For the purposes of subsection (a) all calculations under Section 280G of the Code and the application of this Section 9 and5.1, all determination as to present value shall use 120 percent of the applicable Federal rate (determined under Section 1274(d) of the Code) compounded based on the nature of the payment, as in effect on the Date of Termination, but if it exercises that optionnot otherwise specified, compounded on a semiannual basis. The determination by the Accounting Firm shall be final and binding on the Company and the Employee. f. If Employee’s employment with the Company is terminated by the Company for Cause or for any reason not covered by Section 5(a) or 5(b), then the Company shall pay to Employee only his base salary and any accrued but unused vacation or PTO earned through the Termination Date. g. In addition to the benefits otherwise provided in Section 5, the Employee shall be entitled to the following benefits and payments upon the Employee’s termination of employment: (i) the payment of the Employee’s base salary and any other form or type of compensation earned, vested and payable through the Date of Termination; (ii) the payment otherwise due pursuant right to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment receive all benefits to which the Executive Employee is entitled pursuant vested on the Date of Termination in accordance with the terms under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) retirement benefits; and (iii) the right to exercise and to receive all rights in which the Employee is vested on the Date of subsection (a) Termination, in accordance with the terms of all awards under any Company stock purchase and stock incentive plans or (b) of this Section 9programs, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date any successor to the date of payment at the rate of interest specified in Section 29any such plans or programs. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If the Executive's Employment is terminated during the term 4.8.1. Except as otherwise expressly provided in Section 4.8.2 below with respect to a termination pursuant to Section 4.3 (Disability), Section 4.5 (For Good Reason), or Section 4.7 (Without Cause), upon a termination of this AgreementAgreement and Employee’s employment hereunder, the Executive Employee shall be entitled to receive severance payments as follows: (a) If the Executive's Employment is terminated under Section 8(a), (b), (d) or (e), the Company will pay or cause to be paid to the Executive (or, in the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate):only: (i) any earned but unpaid Base Salary due to Employee for the Accrued Salarypay period in which such termination occurs and any reimbursements due to Employee under Section 3.4.3 above; (ii) the Other Earned Compensationall payments with respect to accrued and unused vacation due to Employee under Section 3.4.2 above; (iii) any amounts due to Employee under (and in accordance with the Reimbursable Expensesterms of) any Benefit Plan in which he was a participant at the time of the termination of this Agreement (other than any such plan providing severance or similar payments to employees general); and (iv) any Bonus due to Employee under (and in accordance with the Severance Benefitterms of) the Bonus Plan. 4.8.2. In connection with a termination of this Agreement and Employee's employment hereunder (bA) If by the Executive's Employment is terminated under Company as a result of Employee’s Disability (Section 8(c4.3) or without Cause (fSection 4.7); or (B) by Employee For Good Reason (Section 4.5), the Company will pay or cause to be paid to the Executive:shall (provided Employee is not in breach of his obligations under Section 5 below): (i) continue to pay to Employee the Accrued Base Salary determined as in effect at the time of termination for a period of two years commencing on the first Eligible Payment Date (the “Pay-out Period”) in accordance with the Company’s customary payroll practices in effect from time to time, provided, however, that such amount will be reduced by any amounts that Employee is paid pursuant to any long-term disability insurance plan of the termination date of Company with respect to the Executive's Employment;Pay-out Period; and (ii) pay to Employee any accrued and unpaid Bonus earned by him under the Other Earned CompensationBonus Plan with respect to the fiscal year preceding the year of termination, plus a prorated portion (based on a fraction, the numerator of which is the number of days in the fiscal year preceding the date of termination and the denominator of which is 365) of any Bonus that would have been earned by him under the Bonus Plan for the fiscal year of termination assuming that this Agreement had continued in effect for the full fiscal year, in each case payable at the times provided in the Bonus Plan; and (iii) during the Reimbursable Expenses. Pay-out Period, the Company will use its reasonable best efforts (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment; provided, however, that if Section 8(ait shall not be required to incur any out of pocket costs) applies and to ensure that Employee will be entitled to continue to participate (on the Executive's designated beneficiary or estate is the beneficiary same terms as are applicable to employees of one or more insurance policies purchased by the Company and then generally, including any obligation of a participant to make contributions) in effect any group medical or dental health insurance plans in which Employee is participating at the proceeds of which are payable to that beneficiary by reason time of the Executive's death, then termination of his employment. The Company will continue to pay the employer’s share (i) as from time to time determined under the Company, at its option, may credit the amount terms of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (ivsuch plans) of subsection the monthly premium applicable to Employee’s coverage thereunder (athe “Monthly Cost”) of this Section 9 and, if it exercises for so long as Employee is eligible for and elects to continue such coverage and in the event that option, (ii) Employee is not so eligible but elects to continue such coverage under the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date provisions of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date Consolidated Omnibus Budget Reconciliation Act of payment at the rate of interest specified in Section 29. 1985 (d) Except as provided in Sections 13 and 23 and this Section“COBRA”), the Company will have no payment obligations under this Agreement reimburse Employee for an amount equal to the Executive Monthly Cost for so long during the Pay-out Period as Employee is eligible and elects to continue such coverage under COBRA. Employee’s right to receive any payments provided for under Section 4.8.2 is conditioned upon and subject to Employee’s execution and delivery of a general release substantially in the form of that attached hereto as Exhibit A (or his designated beneficiary or estate, if Section 8(athe “General Release”) applies) within 60 days after the termination date of the Executive's Employmenttermination of this Agreement and if such executed General Release is not delivered to the Company on or prior to the 60th day after the date of termination of this Agreement (such 60 day period, the “Exercise Period”), the Company shall have no obligation to make any payments or to provide any benefits to Employee under this Section 4.8.

Severance Payments. If a. Except as provided in Section 5(b), upon the Executive's Employment is terminated during termination of Employee’s employment by the term of this AgreementCompany other than for Cause prior to a Change in Control, the Executive Employee shall be entitled to receive severance payments as follows:an amount equal to the aggregate of _one__ times: (i) the annual rate of base salary then being paid to the Employee, plus (ii) the average of the past three years short term bonus pay, plus (iii) the Company’s portion of 12 months’ premiums under any health, disability and life insurance plan or program in which the Employee was entitled to participate immediately prior to the Termination Date (the aggregated amount, the “Severance Pay”), which shall be paid to Employee by the Company over a period of 12 months from the Termination Date in accordance with the Company’s regular payroll cycle, commencing on the first regular payroll date of the Company that occurs more than 60 days after the Termination Date (and including any installment that would have otherwise been paid on regular payroll dates during the period of 60 days following the Termination Date), provided the conditions specified in Section 5(c) have been satisfied. b. Notwithstanding Section 5(a) and subject to the limitation in Section 5(e), if (ai) If the Executive's Employment Employee’s employment is terminated under by the Company without Cause or by the Employee for Good Reason, and (ii) the Termination Date occurs within 24 months immediately following a Change in Control, the Employee shall receive two times the Severance Pay calculated in accordance with Section 8(a5(a), which shall be paid to Employee by the Company in a lump sum on the later of 60th day following the Termination Date or the closing on the event constituting the Change in Control, provided the conditions specified in Section 5(c) have been satisfied. c. Notwithstanding the foregoing provisions of Section 5(a) and (b), (d) or (e), the Company will pay not be obligated to make any payments to or cause on behalf of Employee under Section 5(a) and (b), as applicable, unless (i) Employee signs a release of claims in favor of the Company in a form as prepared by the Company (the “Release”) and delivered to Employee no later than five business days after the Termination Date, (ii) all applicable consideration periods and rescission periods provided by law with respect to the Release have expired without Employee rescinding the Release, and (iii) Employee is in strict compliance with the terms of this Agreement as of the dates of the payments. The cessation of these payments will be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction. d. If, when the Employee’s termination of employment occurs, the Employee is a specified employee within the meaning of section 409A of the Code, and if the Severance Pay would be considered deferred compensation under section 409A of the Code, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) of the Code is not available, the Employee’s Severance Pay payments for the first six months following separation from service shall be paid to the Executive (or, in the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c) or (f), the Company will pay or cause to be paid to the Executive: (i) the Accrued Salary determined as of the termination date of the Executive's Employment; (ii) the Other Earned Compensation; and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid Employee in a single lump sum within five days on the first day of the seventh month after the termination date month in which the Employee’s separation from service occurs. e. In the event that the vesting, acceleration and payment of any equity awards or other compensation or benefits, together with all other payments and the value of any benefit received or to be received by the Employee under this Agreement would result in all or a portion of such payment being subject to excise tax under Section 4999 of the Executive's Employment; providedCode, however, then the amounts due under Section 5(b) that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect shall pay to the proceeds of which are payable to that beneficiary by reason of the Executive's death, then Employee shall be either (i) the Companyfull payment or (ii) such lesser amount determined by the Company in accordance with this Section 5(e) that would result in no portion of the payment being subject to excise tax under Section 4999 of the Code (the “Excise Tax”), at its optionwhichever of the foregoing amounts, may credit taking into account the applicable Federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by the Employee, on an after-tax basis, of the greatest amount of those proceedsthe payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. In the event the amounts due under Section are reduced, the amounts shall be reduced in the following order of priority: first, with respect to any amount that ​ does not constitute the “deferral of compensation” under Section 409A of the Code and regulations promulgated thereunder, disregard the acceleration in the time of payment and then disregard the acceleration of vesting as a result of a Change in Control and when paid second, with respect to any amount that constitutes the “deferral of compensation” under Section 409A of the Code and regulations promulgated thereunder, disregard the acceleration in the time of payment and then disregard the acceleration of vesting as a result of a Change in Control first with respect to Company funded amounts and then the Employee’s deferrals, in each case only to the extent necessary to satisfy (ii) above. All determinations required to be made under this Section 5(e) shall be made by a nationally recognized accounting firm that is the Company’s outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and Employee. Notice must be given to the Accounting Firm within 15 business days after an event entitling Employee to an amount due under this Agreement. All fees and expenses of the Accounting Firm shall be borne solely by the insurer to that beneficiary, against Company. The Accounting Firm’s determinations must be made with substantial authority (within the payment to which meaning of Section 6662 of the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) Code). For the purposes of subsection (a) all calculations under Section 280G of the Code and the application of this Section 9 and5.1, all determination as to present value shall use 120 percent of the applicable Federal rate (determined under Section 1274(d) of the Code) compounded based on the nature of the payment, as in effect on the Date of Termination, but if it exercises that optionnot otherwise specified, compounded on a semiannual basis. The determination by the Accounting Firm shall be final and binding on the Company and the Employee. f. If Employee’s employment with the Company is terminated by the Company for Cause or for any reason not covered by Section 5(a) or 5(b), then the Company shall pay to Employee only his base salary and any accrued but unused vacation or PTO earned through the Termination Date. g. In addition to the benefits otherwise provided in Section 5, the Employee shall be entitled to the following benefits and payments upon the Employee’s termination of employment: (i) the payment of the Employee’s base salary and any other form or type of compensation earned, vested and payable through the Date of Termination; (ii) the payment otherwise due pursuant right to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment receive all benefits to which the Executive Employee is entitled pursuant vested on the Date of Termination in accordance with the terms under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) retirement benefits; and (iii) the right to exercise and to receive all rights in which the Employee is vested on the Date of subsection (a) Termination, in accordance with the terms of all awards under any Company stock purchase and stock incentive plans or (b) of this Section 9programs, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date any successor to the date of payment at the rate of interest specified in Section 29any such plans or programs. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If Unless effected under Section 8(g), if the Executive's Employment is terminated during the term of this Agreement, the Executive shall be entitled to receive severance payments as follows: (a) If the Executive's Employment is terminated under Section 8(a), (b), (d), (e) or (eg), the Company will pay or cause to be paid to the Executive (or, in the case of a termination under Section (a8(a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): ): (i) the Accrued Salary; ; (ii) the Other Earned Compensation; ; (iii) the Reimbursable Expenses; and and (iv) the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c) or (f), the Company will pay or cause to be paid to the Executive: : (i) the Accrued Salary determined as of and through the termination date of the Executive's Employment; ; (ii) the Other Earned Compensation; and and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five thirty days after the termination date of the Executive's Employment. At the sole option and election of the Executive (or his designated beneficiary or estate, if Section 8(a) applies), which election shall be made within 30 days of the termination of Executive's Employment, the Company shall pay the executive the Severance Benefit, if at all, (1) in a lump sum on a present value basis; provided(2) on a semi-monthly basis (as if Executive's employment had continued), howeveror (3) on such other periodic basis reasonably requested by Executive (or his designated beneficiary or estate, that if Section 8(a) applies), in which event, the payments will be discounted to the extent the periodic basis selected by Executive (or his designated beneficiary or estate, if Section 8(a) applies) results in an earlier payout to Executive (or his designated beneficiary or estate, if Section 8(a) applies) than if Executive were paid on a semi-monthly basis. The Company shall be given credit for all life or disability insurance proceeds paid to Executive (or his designated beneficiary or estate, if Section 8(a) applies) on any policy procured, paid for or reimbursed by the Company pursuant to this Agreement (up to $2 million in the case of life insurance). Upon the failure of the Executive to timely make an election as provided herein, such option and election shall revert to the Company. However, if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 2931; and provided, further, that if Section 8(b9(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 31 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date day after that termination date to the date of payment at the rate of interest specified in Section 2931. (d) Except as provided in Sections 13 and 23 14, 24 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. (a) If the Executive's Employment employment is terminated during the term initial three year term: (i) by the Corporation for any reason other than for Just Cause or death; (ii) by the Corporation because of this Agreementthe Executive’s Disability; or (iii) by the Executive for Good Reason, the Executive shall be entitled to receive severance payments as follows: (a) If the Executive's Employment is terminated under Section 8(a), (b), (d) or (e), balance of the Company will pay or cause to be paid to Remuneration owing for the Executive (or, in remainder of the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance Benefitinitial three year term. (b) If the Executive's Employment employment is renewed beyond the initial three year term and if the Executive’s employment is then for a fixed term and if his employment is then terminated: (i) by the Corporation for any reason other than for Just Cause or death; (ii) by the Corporation because of the Executive’s Disability; or (iii) by the Executive for Good Reason, the Executive shall be entitled to the balance of the Remuneration he would have earned for the balance of the fixed term. (c) If the Executive is terminated under Section 8(cwhile the Executive is employed on an indefinite basis: (i) by the Corporation for any reason other than for Just Cause or death; (ii) by the Corporation because of the Executive’s Disability; or (f)iii) by the Executive for Good Reason, the Company will pay or cause to Executive shall be paid entitled to the Executivefollowing: (i) the Accrued Salary determined as Corporation shall pay to or to the order of the termination date of Executive an amount equal to twice the Executive's EmploymentAnnual Salary, subject to any applicable deductions; (ii) the Other Earned CompensationCorporation shall pay to the Executive all outstanding and accrued regular and vacation pay and expenses to the Date of Termination; and (iii) the Reimbursable Expenses. (c) Any foregoing payments are payable and to which be paid to the Executive (or without any obligation on the part of the Executive to mitigate his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after damages flowing from the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29employment. (d) Except as provided Notwithstanding Section 4.3(a), Section 4.3(b) or Section 4.3(c), in Sections 13 and 23 and this Sectionthe event that the Corporation terminates the Executive due to the Executive’s Disability, the Company will have no payment obligations under this Agreement amounts owing to the Executive in Section 4.3(a), Section 4.3(b) or Section 4.3(c) shall be reduced by the amount of any payments received by or on behalf of the Executive from the Corporation’s long term disability insurance during the period in respect of which severance payments are to be made. (e) If the Executive’s employment is terminated and the Executive holds any options, rights, warrants or his designated beneficiary other entitlements for the purchase or estateacquisition of shares in the capital of the Corporation (collectively, if Section 8(a"Rights"), all such rights shall vest immediately and continue to be available for exercise for a period of 30 days following Date of Termination, after which any such Rights shall be void and of no further force and effect. (f) applies) after In the event of termination date of the Executive’s employment by the Corporation or by the Executive for any reason within nine months of a Control Change, the Executive shall automatically be entitled to the severance payments described below: (i) if the Control Change occurs during the initial three year term, the Executive shall be entitled to the balance of the Remuneration owing for the remainder of the initial three year term; (ii) if the Executive's Employmentemployment is renewed beyond the initial three year term and if the Executive’s employment is then for a fixed term and if the Control Change occurs during the fixed term, the Executive shall be entitled to the balance of the Remuneration he would have earned for the balance of the fixed term; or (iii) if the Control Change occurs while the Executive is employed on an indefinite basis, the Executive shall be entitled to the following: (A) the Corporation shall pay to or to the order of the Executive an amount equal to twice the Annual Salary, subject to any applicable deductions; (B) the Corporation shall pay to the Executive all outstanding and accrued regular and vacation pay and expenses to the Date of Termination; and (C) the foregoing payments are payable and to be paid to the Executive without any obligation on the part of the Executive to mitigate his damages flowing from the termination of his employment. (iv) in respect of a termination set forth in any of sections 4.3(f) (i), (ii) or (iii) if the Executive holds any Rights, all such rights shall vest immediately and continue to be available for exercise for a period of 30 days following the Date of Termination, after which any such Rights shall be void and of no further force and effect. (v) in the event of termination of the Executive’s employment by the Executive under section 4.3(f), the Executive shall provide a minimum of three months notice prior to such termination in order to be entitled to the severance payments set forth therein. (g) All severance payments in this Article shall be made to the Executive within 60 days of the Date of Termination. Notwithstanding the foregoing, in the event that the Executive is terminated because of the Executive’s Disability and the payments to the Executive are to be set off by virtue of Section 4.3(d), the payments shall be made in equal monthly instalments over the period for which payments are owing.

Severance Payments. If In the Executive's Employment event the employment of Employee by Employer is terminated during prior to the term end of the Term, for any reason other than the reasons set forth in the preamble to this AgreementSECTION 6, the Executive Employer shall be entitled obligated to receive pay Employee severance payments as follows: (athe "SEVERANCE") If in an amount equal to the Executivesum of (i) one (1) year's Employment is terminated under Section 8(a), Salary (b), (dat the rate in effect at the date of termination) or Salary for the remaining balance of the Term at the date of termination, whichever sum is greater PLUS (e), ii) an amount equal to the Company will pay or cause product of the fractional number of years for which the Severance is payable pursuant to be (i) above TIMES the average of all annual incentive bonuses paid to Employee by Employer for the Executive past two (or2) years, in the case regardless of a termination under Section (a), the beneficiary the Executive has designated in writing whether such bonuses were paid to the Company to receive payment Employee pursuant to this Section 9(a) orEmployment Agreement or otherwise; PROVIDED, in HOWEVER, any Severance payable by Employer hereunder shall be subject to the absence of such designation, the Executive's estate):following conditions and adjustments: (i) Severance payable hereunder shall be payable in equal weekly installments (each a "SEVERANCE PAYMENT") commencing on the Accrued Salaryfirst Friday following the termination; (ii) Severance Payments payable by Employer hereunder shall be reduced and offset (the Other Earned Compensation;"SEVERANCE OFFSET RIGHT") on a dollar for dollar basis in an amount equal to any sums earned and/or received by Employee for any services directly or indirectly provided to a third party such as salary, incentive payments, bonus or consulting fees during the period during which the Severance Payments are to be paid to Employee (the "SEVERANCE PERIOD"). During the Severance Period, Employee shall immediately give Employer written notice upon Employee's engagement by a third party for Employee to directly or indirectly provide any type of employment, advice or consulting services. (iii) Severance Payments for the Reimbursable Expenses; and first nine (iv9) months of the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c) or (f), the Company will pay or cause to Period shall not be paid subject to the Executive: (i) the Accrued Salary determined as of the termination date of the Executive's Employment; (ii) the Other Earned Compensation; and (iii) the Reimbursable ExpensesSeverance Offset Right. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If (a) Upon termination of the Executive's Employment is terminated during employment (i) for cause as described in Section 9(a); or (ii) by the term voluntary termination of this Agreementemployment of the Executive, the Executive shall not be entitled to receive any severance payments as follows: (a) If the Executive's Employment is terminated under Section 8(a), (b), (d) or (e), the Company will pay or cause to be paid to payment other than compensation earned by the Executive (or, in before the case date of a termination under Section (a), calculated pro rata up to and including the beneficiary date of termination together with any amount to which the Executive has designated in writing would be entitled to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance Benefitunder applicable law. (b) If the Executive's Employment employment and this Agreement is terminated under without notice by the Corporation for any reason other than as described in Section 8(c9(a) or (f9(b), or if the Company will pay or cause responsibilities of the Executive of the Corporation are reduced in a manner that constitutes constructive dismissal, the Executive shall be entitled to be paid to the Executivereceive: (i) for 36 months following the Accrued Salary determined as date of termination, the termination date Executive's salary at a per-month rate equal to the aggregate of (x) the then applicable monthly base salary rate and (y) the aggregate of the Executive's Employment;annual bonuses for the three fiscal years preceding the year in which the termination occurs, divided by 36 (or such lesser number of months during such period during which the Executive was employed by the Corporation), provided that such entitlement shall be reduced by 50% of the Executive's earnings from any other position or employment obtained by the Executive ("Replacement Earnings") during the first six months following the date of termination, 75% of any Replacement Earnings during the seventh to 24th month following the date of termination, and 100% of any Replacement Earnings during the 25th to 36th month following the date of termination; and (ii) the Other Earned Compensation100% accelerated vesting on all stock options held by Executive as of November 2, 1998; and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estatein addition, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate employment is the beneficiary of one or more insurance policies purchased terminated without notice by the Company and Corporation for any reason other than as described in Section 9(a), or if the responsibilities of the Executive are reduced in a manner that constitutes constructive dismissal, then in effect such circumstances the proceeds Executive shall be entitled to a cash payment in an amount equal to the then estimated net present value (as determined by the Board of which are payable to Directors, acting reasonably, assuming that beneficiary the Executive would be employed by reason the Corporation for the ensuing 24 months and using as a discount rate Celestica Inc.'s cost of funds under its principal bank working capital credit lines) of 24 months' of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment following non-monetary employee benefits to which the Executive is entitled then entitled: including hospitalization, supplemental health, group life, dental, special care for children, employee assistance, medical/surgical, vision and hearing benefits. The benefits described in this Section 10(b) are the only severance benefits or benefits in lieu of notice that the Executive will receive in the event of the termination of this Agreement for reasons contemplated in this Section 10(b). The provision of benefits to Executive by the Corporation under this Section 10(b) shall cease in the event that Executive breaches his obligations pursuant to paragraph (iv) of subsection (a) Section 14 of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29Agreement. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If the Executive's Employment is terminated during the term Term of Employment, (i) whether or not a Change in Control or Potential Change in Control has occurred, the Company terminates the employment of Executive other than for Cause, (ii) a Change in Control has occurred and Executive has complied with Section 6 of this Agreement, or (iii) the Executive's duties, responsibilities or authority (including status, office, title, reporting relationships or working conditions) have been materially altered from those in effect on the date of this Agreement, (iv) the Executive has been required to relocate to an office or related entity more than fifty (50) miles from the office where Executive was located on the date hereof, or (v) the Company has breached any of its obligations under this Agreement, then, in any such event (at the Executive's option in the case of any event described in clause (ii) through (v) above), the Executive's employment hereunder shall cease and Executive shall be entitled to receive severance payments as followsthe following benefits: (a) If the Executive's Employment is terminated under Section 8(a), (b), (d) or (e), the Company will pay or cause to be paid to the Executive (or, in the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): then current base salary for the greater of (i) the Accrued Salary; twelve (12) month period following the date of such termination, or (ii) the Other Earned Compensation; (iii) balance of the Reimbursable ExpensesTerm of Employment hereunder, in either case subject to applicable withholdings and in accordance with the regular payroll practices of the Company; and (iv) the Severance Benefit. (b) If continuous coverage, at the ExecutiveCompany's Employment is terminated expense, under Section 8(c) any group health plan maintained by or (f)on behalf of the Company, in which Executive participated as of the Company will pay or cause to be paid to Date of Termination, for the Executive: greater of (i) the Accrued Salary determined as of twelve (12) month period following the termination date of the Executive's Employment; termination, or (ii) the Other Earned Compensationbalance of the Term of Employment hereunder; and (iii) the Reimbursable Expenses. (c) Any payments continued participation in the Annual Bonus Plan referenced in Section 5.3, on a pro rata basis, and continued benefits referenced in Attachment 4 to this Agreement, for the same period as base salary shall be payable pursuant to Section 7(a). Executive's right to continued coverage under this section shall in no way reduce or limit any continuation coverage under such group health plan to which Executive or any of Executive's qualified beneficiaries are entitled under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") or Minnesota Statutes 61A.092 and 62A.17 et seq. This extension of coverage, however, shall be coordinated with, and shall be provided concurrently with, any benefits or continuation rights otherwise available to Executive and Executive's eligible dependents under state or federal continuation of coverage statutes, including but not limited to, Minnesota Statutes 61A.092 and 62A.17 et seq. and the federal Consolidated Omnibus Budget Reconciliation Act (or his designated beneficiary or estate"COBRA"). Accordingly, if Section 8(awithin ten (10) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the termination, Executive and Executive's Employment; provideddependents who are eligible for such statutory continuation rights shall complete all forms and papers necessary and customary to elect such continuation coverage. The Parties expressly agree that the extension of benefits provided for by this Agreement is not intended to create a retiree health plan covering any other employees. In all other respects, howeverthe payment of benefits, that if Section 8(a) applies including the amounts and the timing thereof, to Executive and Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased eligible dependents will be governed by the Company terms of applicable employee benefit plans for which Executive and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) dependents are eligible. The Company will answer any reasonable questions that Executive may have from time to time and will offer him the Company, at its option, may credit the amount of those proceeds, same assistance given other participants in employee benefit plans so long as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) benefits as provided herein or under the terms of subsection (a) of those plans. Nothing in this Agreement, including the Severance Payments described in this Section 9. Any payments 7, shall in any way be construed to which extend the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) period of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together employment with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29Company. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If Unless effected under Section 9(g), if the Executive's Employment is terminated during the term of this Agreement, the Executive shall be entitled to receive severance payments as follows: (a) If the Executive's Employment is terminated under Section 8(a9(a), (b), (d), (e) or (eg), the Company will pay or cause to be paid to the Executive (or, in the case of a termination under Section (a9(a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a10(a) or, in the absence of such designation, the Executive's estate): ): (i) the Accrued Salary; ; (ii) the Other Earned Compensation; ; (iii) the Reimbursable Expenses; and and (iv) the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c9(c) or (f), the Company will pay or cause to be paid to the Executive: : (i) the Accrued Salary determined as of and through the termination date of the Executive's Employment; ; (ii) the Other Earned Compensation; and and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a9(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 10 or paragraph (i) of subsection (b) of this Section 910, as applicable, will be paid in a single lump sum within five thirty days after the termination date of the Executive's Employment; provided. At the sole option and election of the Executive (or his designated beneficiary or estate, however, that if Section 8(a9(a) applies), which election shall be made within 30 days of the termination of Executive's Employment, the Company shall pay the executive the Severance Benefit, if at all, (1) in a lump sum on a present value basis; (2) on a semi-monthly basis (as if Executive's employment had continued), or (3) on such other periodic basis reasonably requested by Executive (or his designated beneficiary or estate, if Section 9(a) applies), in which event, the payments will be discounted to the extent the periodic basis selected by Executive (or his designated beneficiary or estate, if Section 9(a) applies) results in an earlier payout to Executive (or his designated beneficiary or estate, if Section 9(a) applies) than if Executive were paid on a semi-monthly basis. The Company shall be given credit for all life or disability insurance proceeds paid to Executive (or his designated beneficiary or estate, if Section 9(a) applies) on any policy procured, paid for or reimbursed by the Company pursuant to this Agreement (up to $4 million in the case of life insurance). Upon the failure of the Executive to timely make an election as provided herein, such option and election shall revert to the Company. However, if Section 9(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 10 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 2932; and provided, further, that if Section 8(b10(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 32 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 910. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a9(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 910, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date day after that termination date to the date of payment at the rate of interest specified in Section 2932. (d) Except as provided in Sections 13 and 23 15, 25 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a9(a) applies) after the termination date of the Executive's Employment.

Severance Payments. (a) If the Executive's Employment employment is terminated during the term initial three year term: (i) by the Corporation for any reason other than for Just Cause or death; (ii) by the Corporation because of this Agreementthe Executive’s Disability; or (iii) by the Executive for Good Reason, the Executive shall be entitled to receive severance payments as follows: (a) If the Executive's Employment is terminated under Section 8(a), (b), (d) or (e), balance of the Company will pay or cause to be paid to Remuneration owing for the Executive (or, in remainder of the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance Benefitinitial three year term. (b) If the Executive's Employment employment is renewed beyond the initial three year term and if the Executive’s employment is then for a fixed term and if his employment is then terminated: (i) by the Corporation for any reason other than for Just Cause or death; (ii) by the Corporation because of the Executive’s Disability; or (iii) by the Executive for Good Reason, the Executive shall be entitled to the balance of the Remuneration he would have earned for the balance of the fixed term. (c) If the Executive is terminated under Section 8(cwhile the Executive is employed on an indefinite basis: (i) by the Corporation for any reason other than for Just Cause or death; (ii) by the Corporation because of the Executive’s Disability; or (f)iii) by the Executive for Good Reason, the Company will pay or cause to Executive shall be paid entitled to the Executivefollowing: (i) the Accrued Salary determined as Corporation shall pay to or to the order of the termination date of Executive an amount equal to twice the Executive's EmploymentAnnual Salary, subject to any applicable deductions; (ii) the Other Earned CompensationCorporation shall pay to the Executive all outstanding and accrued regular and vacation pay and expenses to the Date of Termination; and (iii) the Reimbursable Expenses. (c) Any foregoing payments are payable and to which be paid to the Executive (or without any obligation on the part of the Executive to mitigate his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after damages flowing from the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29employment. (d) Except as provided Notwithstanding Section 4.3(a), Section 4.3(b) or Section 4.3(c), in Sections 13 and 23 and this Sectionthe event that the Corporation terminates the Executive due to the Executive’s Disability, the Company will have no payment obligations under this Agreement amounts owing to the Executive in Section 4.3(a), Section 4.3(b) or Section 4.3(c) shall be reduced by the amount of any payments received by or on behalf of the Executive from the Corporation’s long term disability insurance during the period in respect of which severance payments are to be made. (e) If the Executive’s employment is terminated and the Executive holds any options, rights, warrants or his designated beneficiary other entitlements for the purchase or estateacquisition of shares in the capital of the Corporation (collectively, if Section 8(a"Rights"), all such rights shall vest immediately and continue to be available for exercise for a period of 30 days following Date of Termination, after which any such Rights shall be void and of no further force and effect. (f) applies) after In the event of termination date of the Executive’s employment by the Corporation or by the Executive for any reason within nine months of a Control Change, the Executive shall automatically be entitled to the severance payments described below: (i) if the Control Change occurs during the initial three year term, the Executive shall be entitled to the balance of the Remuneration owing for the remainder of the initial three year term; (ii) if the Executive's Employmentemployment is renewed beyond the initial three year term and if the Executive’s employment is then for a fixed term and if the Control Change occurs during the fixed term, the Executive shall be entitled to the balance of the Remuneration he would have earned for the balance of the fixed term; or (iii) if the Control Change occurs while the Executive is employed on an indefinite basis, the Executive shall be entitled to the following: (A) the Corporation shall pay to or to the order of the Executive an amount equal to twice the Annual Salary, subject to any applicable deductions; (B) the Corporation shall pay to the Executive all outstanding and accrued regular and vacation pay and expenses to the Date of Termination; and (C) the foregoing payments are payable and to be paid to the Executive without any obligation on the part of the Executive to mitigate his damages flowing from the termination of his employment. (iv) in respect of a termination set forth in any of sections 4.3(f)(i), (ii) or (iii) if the Executive holds any Rights, all such rights shall vest immediately and continue to be available for exercise for a period of 30 days following the Date of Termination, after which any such Rights shall be void and of no further force and effect. (v) in the event of termination of the Executive’s employment by the Executive under section 4.3(f), the Executive shall provide a minimum of three months notice prior to such termination in order to be entitled to the severance payments set forth therein. (g) All severance payments in this Article shall be made to the Executive within 60 days of the Date of Termination. Notwithstanding the foregoing, in the event that the Executive is terminated because of the Executive’s Disability and the payments to the Executive are to be set off by virtue of Section 4.3(d), the payments shall be made in equal monthly instalments over the period for which payments are owing.

Severance Payments. If (a) Subject to the terms and conditions set forth below, if Executive's Employment employment with the Company is terminated by the Company (other than for "Cause" or "Disability" (each as described below)), or if Executive terminates his employment with the Company for "Good Reason" (as described below), then the Company shall pay to Executive the following: (i) Executive's monthly base salary through the end of the month during which termination occurred, plus all other unpaid amounts, if any, to which Executive is entitled as of the term date of termination; and (ii) commencing in the month following the month in which termination occurs, twelve (12) monthly severance payments in an amount equal to Executive's monthly base salary as of the date of termination (such monthly payments to be made on or about the 15th day of each month); provided, however, if, following termination of Executive's employment with the Company, Executive violates any provision of Section 2 of this Agreement, then the Executive shall be entitled Company's obligation to receive make severance payments as follows: (a) If the Executive's Employment is terminated under Section 8(a), (b), (d) or (e), the Company to Executive will pay or cause to be paid to the Executive (or, in the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance Benefitterminate. (b) If Notwithstanding the provisions of Section 1(a) above, subject to the terms and conditions set forth below, if Executive's Employment employment with the Company is terminated under Section 8(c) by the Company (other than for Cause or (fDisability), or if Executive terminates his employment with the Company will for Good Reason and if, in either case, such termination occurs within twenty-four (24) months of the date of a "Change in Control" (as described below), then the Company shall pay or cause to be paid to Executive the Executivefollowing: (i) Executive's monthly base salary through the Accrued Salary determined end of the month during which termination occurred, plus all other unpaid amounts, if any, to which Executive is entitled as of the termination date of the Executive's Employment;termination; and (ii) Commencing in the Other Earned Compensationmonth following the month in which termination occurs, twenty-four (24) monthly severance payments in an amount equal to Executive's monthly base salary as of the date of termination (such monthly payments to be made on or about the 15th day of each month); and (iii) provided, however, if, following termination of Executive's employment with the Reimbursable ExpensesCompany, Executive violates and provision of Section 2 of this Agreement, then the Company's obligation to make severance payments to Executive will terminate. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the If Executive's Employment; provided, however, that if Section 8(a) applies and employment with the Company is terminated because of Executive's designated beneficiary retirement or estate death or is the beneficiary of one or more insurance policies purchased terminated by the Company and then in effect for Cause or Disability, or if the proceeds of which are payable to that beneficiary by reason of the Executive's deathExecutive terminates his employment for other than Good Reason, then (i) the CompanyExecutive shall not be entitled to, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effectshall not be required to make, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29any severance payments. (d) Except as provided in Sections 13 and 23 and this Section, Termination by the Company will have no payment obligations under this Agreement to for "Cause" means termination by the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date Company based on any of the following acts or omissions by Executive's Employment., whether directly or indirectly:

Severance Payments. If If, during the Executive's Employment Term, the Company terminates your employment for any reason other than Cause, or you terminate your employment for Good Reason, or your employment is terminated during the term of this Agreementdue to your death or Disability, the Executive or either party sends a Non-renewal Notice pursuant to Section 2 hereof, you shall be entitled to receive severance the applicable payments as follows:and benefit coverage described in this Section 7 (the “Severance Payments”). (a) If If, during the Executive's Employment is terminated under Section 8(a), (b), (d) or (e)Term, the Company will pay terminates your employment for any reason (other than Cause or cause as a result of a Non-renewal Notice pursuant to Section 2 hereof) or you terminate your employment for Good Reason, you shall be entitled to continue to receive your then-current Base Salary and Bonus Compensation for a period of five (5) years after the Termination Date in accordance with the Company’s standard payroll practices; provided, however, that, if you terminate your employment for Good Reason due to a Change of Control, you shall be entitled to receive within thirty (30) days after you provide written notice of your election to terminate your employment due to a Change of Control a lump sum payment equal to the net present value of the sum of (i) five times (5x) your then-current Base Salary plus (ii) five times (5x) your highest annualized Bonus Compensation paid to you during the Executive three (or, in the case of a termination under Section (a), the beneficiary the Executive has designated in writing 3)-year period prior to the Company to receive payment Change of Control during the Term. In addition, if any such termination occurs pursuant to this Section 9(a7(a), any and all Stock Options granted to you as set forth in Section 3(c) orhereof before the Termination Date shall immediately vest and become exercisable by you, in the absence and any future grants of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance BenefitStock Options shall be forfeited. (b) If your employment terminates as a result of your death or Disability or either party has sent a Non-renewal Notice pursuant to Section 2 hereof and this Agreement has not otherwise been terminated pursuant to any other provision hereof prior to the Executive's Employment is terminated under Section 8(cfive (5)-year period after the date of any such Non-renewal Notice, you or your beneficiary, personal or legal representatives or estate, as the case may be, shall be entitled to receive a lump sum payment (less deductions required by law) or equal to one times (f1x) the average of the sum of (A) your Base Compensation for the last three (3) fiscal years of the Company (as reflected on the Company’s books for such fiscal years), plus (B) your Bonus Compensation for the last three (3) fiscal years of the Company will pay (as reflected on the Company’s books for such fiscal years). In addition, if any such termination occurs pursuant to this Section 7(b), any and all Stock Options granted to you as set forth in Section 3(c) hereof before the Termination Date shall immediately vest and become exercisable by you, and any future grants of Stock Options shall be forfeited. Notwithstanding the foregoing, in the event that a Non-renewal Notice has been given by the Company prior to your death or cause to be paid to the Executive: (i) the Accrued Salary determined as Disability, in lieu of the termination one times (1x) multiple contained in Sections 7(b) hereof, the multiple shall be the remaining number of years between the date of your death or Disability and the fifth (5th) anniversary of the date of the Executive's Employment; Non-renewal Notice, but in no event less than one (ii1) year. The Company shall pay the Other Earned Compensation; and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of amounts set forth in this Section 9 or paragraph 7(b) no later than sixty (i60) days following your Termination Date or, in the event of subsection termination due to your Disability, no later than sixty (b60) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29following your Termination Date. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If In exchange for the Executive's Employment is terminated during the term general release of claims and other good and valuable consideration in this Agreement, and as outlined in the COC Agreement, the Company agrees to pay and provide to Executive shall the following payments collectively referred to as the “Severance Payments” on the first payroll period after the expiration of the seven (7) day revocation period (or such later date as described in Section 13 herein): 1 Form for employees over 40. Appropriate changes to be entitled to receive severance payments as follows:made for employees 40 and younger. (a) If In accordance with Section 6(a)(i) of the Executive's Employment is terminated under Section 8(a)COC Agreement, a lump sum cash payment of ____, less normal withholdings for federal and state income and payroll taxes, which represents ___2; (b)) In accordance with Section 6(a)(ii) of the COC Agreement, a lump sum cash payment of ____, less normal withholdings for federal and state income and payroll taxes, which constitutes the estimated cost of procuring for Executive and his dependents life, disability, accident and health insurance benefits for a period of two (2) years following the Date of Termination; (c) In accordance with Section 6(a)(iii) of the COC Agreement, effective as of the Date of Termination, Executive shall be fully vested in the following outstanding options to acquire stock of the Company, the following outstanding restricted shares of stock, and/or equity-based awards [identify as applicable]3, which, shall be immediately exercisable and shall remain exercisable until the earlier of (1) the second anniversary of the date of Termination, or (2) the otherwise applicable expiration dates of the terms of such options; [or in the alternative, the following language should be included: In accordance with Section 6(a)(iv) of the COC Agreement, a lump sum cash payment of ___, which constitutes (x) the fair market value of Executive’s outstanding options on the Date of Termination over the aggregate exercise price provided for in such stock options and (y) the fair market value of Executive’s shares of restricted stock or other equity-based awards ]; (d) In accordance with Section 6(a)(v) of the COC Agreement, a lump sum cash payment of ____, less normal withholdings for federal and state income and payroll taxes, which is equal to the pro-rated average of the 2 Insert applicable terms based on conditions at Date of Termination [1.5 times the sum of (x) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstances constituting Good Reason, and (e)y) the average of Executive’s annual bonus(es) or award(s) for the three (3) fiscal years (or such shorter number of full fiscal years during which Executive was employed by the Company or its successor) pursuant to any cash bonus plan maintained by the Company in respect of the fiscal years preceding the Date of Termination or, if higher, in respect of the fiscal years preceding the Change in Control (or if Executive shall not have been employed for a full fiscal year as of the Date of Termination, the Company will pay or cause to be paid to amount of the applicable annual bonus in effect for the Executive as of the Date of Termination, or if greater, the date of the Change in Control, that would have been earned if results for that portion of the fiscal year in which the Date of Termination or Change in Control, as applicable, occurs were annualized).] 3 [outstanding options to acquire stock of the Company (or the options of any parent, surviving, or acquiring company then held by the Executive) and all then outstanding restricted shares of stock of the Company and other equity-based awards (including restricted stock units of the Company, and except as otherwise provided in the applicable award agreement, any awards subject to performance-vesting conditions shall be settled assuming the “target” level of performance shall have been achieved) (or, in the case of a termination under Section (a)each case, the beneficiary the Executive has designated in writing such parent, surviving or acquiring company) held by Executive,] Executive’s actual annual bonus(es) or award(s) pursuant to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses[insert cash bonus plan]; and (ive) In accordance with Section 6(a)(vi), a lump sum cash payment of ____ for Executive’s outplacement services. Executive acknowledges that the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c) or (f), the Company will pay or cause Payments identified above are in addition to be paid to the Executive: (i) the Accrued Salary determined as of the termination date of the Executive's Employment; (ii) the Other Earned Compensation; and (iii) the Reimbursable Expenses. (c) Any payments to which the any compensation and benefits Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by has earned from the Company and then in effect that Executive would not be entitled to the proceeds Severance Payments but for Executive’s execution and non-revocation of which this Agreement. Executive further acknowledges that the Severance Payments identified above are payable to that beneficiary by reason consistent with and fully satisfy the terms of Section 6 of the Executive's death, then (i) COC Agreement and Section 409A of the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date Code to the date extent applicable. For the avoidance of payment by doubt the insurer to that beneficiary at the rate of interest specified in relevant Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date 409A provisions of the Executive's Employment or as soon thereafter as is administratively feasibleCOC Agreement are hereby incorporated by reference, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employmentshall be administered in accordance with such provisions.

Severance Payments. If In exchange for the Executive's Employment is terminated during the term general release of claims and other good and valuable consideration in this Agreement, and as outlined in the COC Agreement, the Company agrees to pay and provide to Executive shall be entitled the following payments collectively referred to receive severance payments as follows:the “Severance Payments” on the first payroll period after the expiration of the seven (7) day revocation period (or such later date as described in Section 13 herein): (a) If In accordance with Section 6(a)(i) of the Executive's Employment is terminated under Section 8(a)COC Agreement, a lump sum cash payment of ____, less normal 1 Form for employees over 40. Appropriate changes to be made for employees 40 and younger. withholdings for federal and state income and payroll taxes, which represents ___2; (b)) In accordance with Section 6(a)(ii) of the COC Agreement, a lump sum cash payment of ____, less normal withholdings for federal and state income and payroll taxes, which constitutes the estimated cost of procuring for Executive and his dependents life, disability, accident and health insurance benefits for a period of two (2) years following the Date of Termination; (c) In accordance with Section 6(a)(iii) of the COC Agreement, effective as of the Date of Termination, Executive shall be fully vested in the following outstanding options to acquire stock of the Company, the following outstanding restricted shares of stock, and/or equity-based awards [identify as applicable]3, which, shall be immediately exercisable and shall remain exercisable until the earlier of (1) the second anniversary of the date of Termination, or (2) the otherwise applicable expiration dates of the terms of such options; [or in the alternative, the following language should be included: In accordance with Section 6(a)(iv) of the COC Agreement, a lump sum cash payment of ___, which constitutes (x) the fair market value of Executive’s outstanding options on the Date of Termination over the aggregate exercise price provided for in such stock options and (y) the fair market value of Executive’s shares of restricted stock or other equity-based awards ]; (d) In accordance with Section 6(a)(v) of the COC Agreement, a lump sum cash payment of ____, less normal withholdings for federal and state income and payroll taxes, which is equal 2 Insert applicable terms based on conditions at Date of Termination [1.5 times the sum of (x) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstances constituting Good Reason, and (e)y) the average of Executive’s annual bonus(es) or award(s) for the three (3) fiscal years (or such shorter number of full fiscal years during which Executive was employed by the Company or its successor) pursuant to any cash bonus plan maintained by the Company in respect of the fiscal years preceding the Date of Termination or, if higher, in respect of the fiscal years preceding the Change in Control (or if Executive shall not have been employed for a full fiscal year as of the Date of Termination, the Company will pay or cause to be paid to amount of the applicable annual bonus in effect for the Executive as of the Date of Termination, or if greater, the date of the Change in Control, that would have been earned if results for that portion of the fiscal year in which the Date of Termination or Change in Control, as applicable, occurs were annualized).] 3 [outstanding options to acquire stock of the Company (or the options of any parent, surviving, or acquiring company then held by the Executive) and all then outstanding restricted shares of stock of the Company and other equity-based awards (including restricted stock units of the Company, and except as otherwise provided in the applicable award agreement, any awards subject to performance-vesting conditions shall be settled assuming the “target” level of performance shall have been achieved) (or, in the case of a termination under Section (a)each case, the beneficiary the Executive has designated in writing such parent, surviving or acquiring company) held by Executive,] to the Company to receive payment pro-rated average of the Executive’s actual annual bonus(es) or award(s) pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses[insert cash bonus plan]; and (ive) In accordance with Section 6(a)(vi), a lump sum cash payment of ____ for Executive’s outplacement services. Executive acknowledges that the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c) or (f), the Company will pay or cause Payments identified above are in addition to be paid to the Executive: (i) the Accrued Salary determined as of the termination date of the Executive's Employment; (ii) the Other Earned Compensation; and (iii) the Reimbursable Expenses. (c) Any payments to which the any compensation and benefits Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by has earned from the Company and then in effect that Executive would not be entitled to the proceeds Severance Payments but for Executive’s execution and non-revocation of which this Agreement. Executive further acknowledges that the Severance Payments identified above are payable to that beneficiary by reason consistent with and fully satisfy the terms of Section 6 of the Executive's death, then (i) COC Agreement and Section 409A of the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date Code to the date extent applicable. For the avoidance of payment by doubt the insurer to that beneficiary at the rate of interest specified in relevant Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date 409A provisions of the Executive's Employment or as soon thereafter as is administratively feasibleCOC Agreement are hereby incorporated by reference, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employmentshall be administered in accordance with such provisions.

Severance Payments. If the Executive's Employment is terminated during the term of this Agreement, the Executive shall be entitled to receive severance payments as follows: (a) If the Executive's Employment is terminated under Section 8(a), (b), (d) or (e), the Company will pay or cause to be paid to the Executive (or, in the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c) or (f), the Company will pay or cause to be paid to the Executive: (i) the Accrued Salary determined as of the termination date of the Executive's Employment; (ii) the Other Earned Compensation; and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary - 8 - or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If the Executive's Employment is terminated during the term of this Agreement, the Executive shall be entitled to receive severance payments as follows: (a) If the Upon any termination of Executive's Employment employment with the Company, Executive shall cease to have any rights to salary, options, expense reimbursements or other benefits other than: (i) any salary which has accrued but is terminated unpaid, any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Section 8(athe Company's vacation policy but are unused, as of the date Executive's employment is terminated, (ii) any option rights or plan benefits which by their terms extend beyond termination of Executive's employment (but only to the extent provided in any option theretofore granted to Executive or in any other benefit plan in which Executive has participated as an employee of the Company), (biii) any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended ("COBRA"), (d) or (e), the Company will pay or cause to be paid to the Executive (or, in the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and and (iv) any other amount(s) payable pursuant to the Severance Benefitsucceeding provisions of this paragraph 5. (b) If the Subject to paragraph 7 hereof, if Executive's Employment employment with the Company is terminated under Section 8(cby the Company pursuant to paragraph 4(c) hereof other than for Cause (as defined below), or by Executive pursuant to paragraph 4(d) hereof for Good Reason (fas defined below), the Company will shall pay or cause to be paid Executive at the time of such termination a lump sum payment equal to one times Executive's base salary at the Executive: time of such termination. In addition, subject to paragraph 7 hereof, (i) the Accrued Salary determined as Company shall, for a period of one year following the termination date of such termination without Cause, reimburse Executive for any premiums paid by Executive for health insurance provided to Executive (for Executive and his dependents) by the Company subsequent to Executive's Employment; termination of employment pursuant to the requirements of COBRA and (ii) the Other Earned Compensation; and Stock Options shall become exercisable in full upon such termination and shall remain exercisable following such termination for the period specified in the Stock Option Agreement. It is expressly understood that the Company's payment obligations under this subparagraph (iiib) shall cease in the Reimbursable Expensesevent Executive breaches any of his agreements in paragraph 8 or 9 hereof. Notwithstanding any other provision of this Agreement, no payments will be made and no benefits will be provided to Executive under this paragraph 5(b) if Executive receives severance compensation or benefits pursuant to the Change in Control Severance Agreement. In the event Executive becomes entitled to receive any severance payment or other severance benefits under the terms of the Change in Control Severance Agreement, this paragraph 5(b) shall be of no force or effect. (c) Any payments to which Without limiting the rights of Executive (at law or his designated beneficiary or estatein equity, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable fails to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer make any payment or provide any benefit required to that beneficiary, against the payment to which the Executive's designated beneficiary be made or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If the Executive's Employment is terminated during the term of this Agreement, the Executive shall be entitled to receive severance payments as follows: (a) If In the Executive's Employment event your employment with the Company is terminated under Section 8(a), by the Company without Cause (b), (dother than as a result of your death or disability) or by you for Good Reason, in each case within the twenty four (e)24) month period following either (i) the occurrence of a Change of Control, or (ii) the appointment of a Chief Executive Officer other than ▇▇▇▇ ▇▇▇▇▇▇▇, in each case occurring after January 14, 2014, the Company will pay or cause provide to be you: (A) any base salary earned but not yet paid as of the date of termination, any accrued vacation pay payable pursuant to the Executive (orCompany’s policies, and any documented accrued and unreimbursed business expenses in accordance with the Company’s policies, in each case payable in a lump sum within thirty (30) days following the case date of termination, and (B) an amount equal to one (1) year of then-current base salary, payable in equal monthly installments in accordance with the Company’s customary payroll practices (the amount set forth in clause (B), and prorated bonus, payable once such bonus amount is granted by the Compensation Committee of the Company’s Board of Directors upon its annual review of the Company’s executive officers (the “Severance Payment”). The Severance Payment is subject to and conditioned upon (x) your execution of a termination under Section (a), the beneficiary the Executive has designated valid general release and waiver in writing a form reasonably acceptable to the Company to receive payment pursuant to within thirty (30) days following your date of termination, waiving all claims you may have against the Company, its successors and assigns and its executives, officers and directors (the “Release”) and such Release becoming effective, and (y) your continuing compliance with the obligations set forth in Section 3 hereof. (1) For purposes of this Section 9(a) orAgreement, in the absence of such designation, the Executive's estate): “Cause” shall mean (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance Benefit. (b) If the Executive's Employment is terminated your material breach of any of your obligations under Section 8(c) or (f), any written agreement with the Company will pay or cause to be paid to the Executive: (i) the Accrued Salary determined as any of the termination date of the Executive's Employment; (ii) the Other Earned Compensation; and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that optionaffiliates, (ii) your material violation of any of the payment otherwise due pursuant Company’s policies, procedures, rules and regulations applicable to that paragraph employees generally or to employees at your grade level, in each case, as they may be amended from time to time in the Company’s sole discretion, (iii) your failure to substantially perform your duties to the Company or its affiliates (other than as a result of physical or mental illness or injury), (iv) will bear interest on the outstanding balance thereof from and including the fifth day after your willful misconduct or gross negligence that termination date has caused or is reasonably expected to result in material injury to the date business, reputation or prospects of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effector any of its affiliates, the Company(v) your fraud or misappropriation of funds, at its option, may credit the proceeds (vi) your commission of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (a felony or his designated beneficiary or estate, if Section 8(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29other serious crime involving moral turpitude. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If Unless effected under Section 9(g), if the Executive's Employment is terminated during the term of this Agreement, the Executive shall be entitled to receive severance payments as follows: (a) If the Executive's Employment is terminated under Section 8(a9(a), (b), (d), (e) or (eg), the Company will pay or cause to be paid to the Executive (or, in the case of a termination under Section (a9(a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a10(a) or, in the absence of such designation, the Executive's estate): ): (i) the Accrued Salary; ; (ii) the Other Earned Compensation; ; (iii) the Reimbursable Expenses; and and (iv) the Severance Benefit. Additionally, the Company shall cancel Executive's obligations under that certain promissory note dated December 31, 2000, in the principal amount of $1,529,828, plus all other loans and advances (principal and interest), and return to Executive, (or, in the case of termination under Section 9(a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to Section 10(a) or in the absence of such designation, the Executive's estate) within ten days, all property securing the payment thereof. Any taxes due by Executive as a result of the forgiveness under this provision of the Executive's debt to the Company will be the sole obligation of the Company, and will be promptly paid when due. (b) If the Executive's Employment is terminated under Section 8(c9(c) or (f), the Company will pay or cause to be paid to the Executive: : (i) the Accrued Salary determined as of and through the termination date of the Executive's Employment; ; (ii) the Other Earned Compensation; and and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a9(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 10 or paragraph (i) of subsection (b) of this Section 910, as applicable, will be paid in a single lump sum within five thirty days after the termination date of the Executive's Employment; provided. At the sole option and election of the Executive (or his designated beneficiary or estate, however, that if Section 8(a9(a) applies), which election shall be made within 30 days of the termination of Executive's Employment, the Company shall pay the executive the Severance Benefit, if at all, (1) in a lump sum on a present value basis; (2) on a semi-monthly basis (as if Executive's employment had continued), or (3) on such other periodic basis reasonably requested by Executive (or his designated beneficiary or estate, if Section 9(a) applies), in which event, the payments will be discounted to the extent the periodic basis selected by Executive (or his designated beneficiary or estate, if Section 9(a) applies) results in an earlier payout to Executive (or his designated beneficiary or estate, if Section 9(a) applies) than if Executive were paid on a semi-monthly basis. The Company shall be given credit for all life or disability insurance proceeds paid to Executive (or his designated beneficiary or estate, if Section 9(a) applies) on any policy procured, paid for or reimbursed by the Company pursuant to this Agreement (up to $2 million in the case of life insurance). Upon the failure of the Executive to timely make an election as provided herein, such option and election shall revert to the Company. However, if Section 9(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 10 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 2932; and provided, further, that if Section 8(b10(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 32 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 910. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a9(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 910, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date day after that termination date to the date of payment at the rate of interest specified in Section 2932. (d) Except as provided in Sections 13 and 23 15, 25 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a9(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If Unless effected under Section 9(g), if the Executive's Employment is terminated during the term of this Agreement, the Executive shall be entitled to receive severance payments as follows: (a) If the Executive's Employment is terminated under Section 8(a9(a), (b), (d), (e) or (eg), the Company will pay or cause to be paid to the Executive (or, in the case of a termination under Section (a9(a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a10(a) or, in the absence of such designation, the Executive's estate): ): (i) the Accrued Salary; ; (ii) the Other Earned Compensation; ; (iii) the Reimbursable Expenses; and and (iv) the Severance Benefit. Additionally, the Company shall cancel Executive's obligations under that certain promissory note dated December 31, 2000, in the principal amount of $2,000,395.82 plus all other loans and advances (principal and interest), and return to Executive, (or, in the case of termination under Section 9(a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to Section 10(a) or in the absence of such designation, the Executive's estate) within ten days, all property securing the payment thereof. Any taxes due by Executive as a result of the forgiveness under this provision of the Executive's debt to the Company will be the sole obligation of the Company, and will be promptly paid when due. (b) If the Executive's Employment is terminated under Section 8(c9(c) or (f), the Company will pay or cause to be paid to the Executive: : (i) the Accrued Salary determined as of and through the termination date of the Executive's Employment; ; (ii) the Other Earned Compensation; and and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a9(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 10 or paragraph (i) of subsection (b) of this Section 910, as applicable, will be paid in a single lump sum within five thirty days after the termination date of the Executive's Employment; provided. At the sole option and election of the Executive (or his designated beneficiary or estate, however, that if Section 8(a9(a) applies), which election shall be made within 30 days of the termination of Executive's Employment, the Company shall pay the executive the Severance Benefit, if at all, (1) in a lump sum on a present value basis; (2) on a semi-monthly basis (as if Executive's employment had continued), or (3) on such other periodic basis reasonably requested by Executive (or his designated beneficiary or estate, if Section 9(a) applies), in which event, the payments will be discounted to the extent the periodic basis selected by Executive (or his designated beneficiary or estate, if Section 9(a) applies) results in an earlier payout to Executive (or his designated beneficiary or estate, if Section 9(a) applies) than if Executive were paid on a semi-monthly basis. The Company shall be given credit for all life or disability insurance proceeds paid to Executive (or his designated beneficiary or estate, if Section 9(a) applies) on any policy procured, paid for or reimbursed by the Company pursuant to this Agreement (up to $2 million in the case of life insurance). Upon the failure of the Executive to timely make an election as provided herein, such option and election shall revert to the Company. However, if Section 9(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 10 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 2932; and provided, further, that if Section 8(b10(b) applies and the Executive is the beneficiary of disability insurance purchased by the Company and then in effect, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 32 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 910. Any payments to which the Executive (or his designated beneficiary or estate, if Section 8(a9(a) applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 910, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date day after that termination date to the date of payment at the rate of interest specified in Section 2932. (d) Except as provided in Sections 13 and 23 15, 25 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a9(a) applies) after the termination date of the Executive's Employment.

Severance Payments. If In the event Noble terminates the Executive without Cause (which shall not include a termination under Section 4(a)) or Executive terminates his employment for Good Reason, and provided that Executive executes within 30 days following such termination of employment a general release of all claims arising under this Agreement or otherwise related to Executive's Employment ’s employment by Noble in a form to be provided by Noble which is terminated during the term of not subsequently revoked, and provided that Executive abides in all material respects by his obligations under this Agreement, Noble will provide Executive with the following payments: (A) a cash amount equal to six (6) months of his Salary, less taxes and withholdings, which amount shall be paid in accordance with the normal payroll practices of Noble over the six (6) month period following the date of Executive’s termination of employment (the “Salary Continuation”); (B) a cash amount equal to (1) the bonus that Executive would have been eligible to receive pursuant to Section 3(b), for the performance period in which Executive incurs a termination from employment, had Executive remained employed with Noble until the January 1 following the date of his termination of employment, or such other date the Board of Directors may have required under Section 3(b), multiplied by (2) a fraction, the numerator of which is the number of days that the Executive had been employed with Noble during the performance period in which Executive incurs a termination of employment, and the denominator of which is the total number of days in such performance period (the “Prorated Bonus”). For the avoidance of doubt, the Prorated Bonus shall be calculated based on the performance of Noble for the entirety of the performance period in which Executive incurs a termination of employment, as such performance is determined by the Board of Directors in its sole discretion, which determination shall be made when the Board of Directors determines the bonuses payable to other executive officers of Noble for the same performance period; and (C) reimbursement (or direct payment to the carrier), for six (6) months following Executive’s termination of employment (the “Continuation Period”), for a portion of the premium costs incurred by Executive (and his spouse and dependents, where applicable) to obtain COBRA coverage pursuant to one of the group health plans sponsored by Noble (or a Noble Company), which reimbursement (or direct payment) shall equal the premium costs incurred by Noble (or a Noble Company, if applicable), for the Continuation Period, on behalf of a similarly-situated employee, to obtain coverage under the same group health plan sponsored by Noble (or a Noble Company, if applicable) (the “Health Care Continuation”). Notwithstanding anything in the foregoing to the contrary, (1) Executive shall be entitled to receive severance payments as follows: the Health Care Continuation only if Executive is participating in a group health plan sponsored by Noble (aor a Noble Company) If the Executive's Employment is terminated under Section 8(a), (b), (d) or (e), the Company will pay or cause to be paid to the Executive (or, in the case of a termination under Section (a), the beneficiary the Executive has designated in writing to the Company to receive payment pursuant to this Section 9(a) or, in the absence of such designation, the Executive's estate): (i) the Accrued Salary; (ii) the Other Earned Compensation; (iii) the Reimbursable Expenses; and (iv) the Severance Benefit. (b) If the Executive's Employment is terminated under Section 8(c) or (f), the Company will pay or cause to be paid to the Executive: (i) the Accrued Salary determined as of the date on which Executive incurs a termination date of employment, and (2) Executive shall be responsible, during the Continuation Period, for premium costs for COBRA coverage in excess of the Executive's Employment; (ii) the Other Earned Compensation; and (iii) the Reimbursable Expenses. (c) Any payments to which the Executive (or his designated beneficiary or estateHealth Care Continuation, if Section 8(a) applies) is entitled pursuant to paragraph (i) and (iv) of subsection (a) of this Section 9 or paragraph (i) of subsection (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment; provided, however, that if Section 8(a) applies and the Executive's designated beneficiary or estate is the beneficiary of one or more insurance policies purchased by the Company and then in effect the proceeds of which are payable to that beneficiary by reason of the Executive's death, then (i) the Company, at its option, may credit the amount of those proceeds, as and when paid by the insurer to that beneficiary, against the payment to which the Executive's designated beneficiary or estate is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9 and, if it exercises that option, (ii) the payment otherwise due pursuant to that paragraph (iv) will bear interest on the outstanding balance thereof from and including the fifth day after that termination date to the date of payment by the insurer to that beneficiary at the rate of interest specified in Section 29; and provided, further, that if Section 8(b) applies and the Executive is shall be responsible, after the beneficiary of disability insurance purchased by the Company and then in effectContinuation Period, the Company, at its option, may credit the proceeds of that insurance which are payable to the Executive, valued at their present value as of that termination date using the interest rate specified in Section 29 and then in effect as the discount rate, against the payment to which the Executive is entitled pursuant to paragraph (iv) of subsection (a) of this Section 9. Any payments to which the Executive (or his designated beneficiary or estatefor all premium costs for COBRA coverage, if Section 8(a) applies) is entitled pursuant Executive continues to paragraphs (ii) and (iii) of subsection (a) or (b) of this Section 9, as applicable, will be paid in a single lump sum within five days after the termination date of the Executive's Employment or as soon thereafter as is administratively feasible, together with interest accrued thereon from and including the fifth date after that termination date to the date of payment at the rate of interest specified in Section 29elect such COBRA coverage. (d) Except as provided in Sections 13 and 23 and this Section, the Company will have no payment obligations under this Agreement to the Executive (or his designated beneficiary or estate, if Section 8(a) applies) after the termination date of the Executive's Employment.