Common use of Severance Clause in Contracts

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (ai) If the Company terminates EmployeeExecutive’s employment with is terminated by the Company without Cause or by Executive for Good Reason, and subject to Executive’s compliance with the conditions set forth in accordance with Section 6(c) prior to the expiration of the Initial TermSECTION 3.3, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of terminationExecutive shall, subject to subsections (c) and (d). (b) If during the Term provisions of this Agreement there is a CC TerminationSECTION 3.2, then the Employee will be entitled to a severance payment consisting of (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is A) a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to two times the sum of: (i) twelve months of Employeethe current calendar year’s Base Salary in effect on and the prior year’s Annual Cash Incentive Bonus, (B) health insurance benefits for 24 months from the termination date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)at no charge to Executive, and (iiC) acceleration to 100% vested status for all stock, stock option and other equity awards to the Employee’s Average Annual Bonus, extent such awards (other than stock options and stock appreciation rights) are not subject to subsections performance-based vesting for purposes of qualifying as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (cthe “CODE”). If no Annual Cash Incentive Bonus was paid for the year before the year in which termination occurs, for purposes of the bonus component of the severance payable under (A) and (d)of the preceding sentence, Executive shall be entitled to two times the amount of discretionary bonuses paid to Executive within the 12 month period preceding termination. (cii) Any If the severance payment payable is to Employee pursuant to this Section 7 (be made as result of termination by the Company without Cause or by Executive for Good Reason within 12 months after a “Severance Payment”) Change of Control, payment of the entire cash severance amount will be made in a lump sum on Executive’s date of termination. If the Company otherwise terminates Executive without Cause or Executive otherwise terminates his employment for Good Reason, Executive shall receive half of the cash severance amount in a lump sum within sixty (60) 15 days after the date Employeeof termination and half the number of months of health insurance benefit continuation. Executive shall not be entitled to the remainder of the cash severance payment, or the second half of health insurance benefits continuation, unless Executive gives notice to the Company within 30 days before the conclusion of 50% of the Non-Compete Term that he agrees to comply with SECTION 2.3(c) and SECTION 2.4 for the remainder of the Non-Compete Term and, in consideration therefor, desires to receive the remainder of the severance payment and an extension of health insurance benefits, in which event Executive shall be entitled to the additional health insurance benefits and the remainder of the cash severance payment, payable in a lump sum within 15 days after the date of the conclusion of 50% of the Non-Compete Term. (iii) Executive shall not be under any duty or obligation to seek or accept other employment following a termination of employment pursuant to which a severance payment under this SECTION 3.2 is payable and the amounts due Executive pursuant to this SECTION 3.2 shall not be reduced or suspended if Executive accepts subsequent employment or earns any amounts as a self-employed individual. (b) If Executive’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) because of death or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsPermanent Disability Executive, the Severance Payment will be made in the second calendar year. Howevercase of Permanent Disability, or to his surviving spouse (or to his estate if Employee is Executive’s spouse does not survive him), in the case of Executive’s death, shall be entitled to: (i) his pro rata Base Salary and pro rata Target Annual Cash Incentive Bonus through the date of termination for the year in which the termination occurs, plus a “specified employee” as defined in regulations under Section 409A lump sum amount equal to the greater of: (1) the remainder of the Code Base Salary that would have been earned by Executive under this Agreement between the time of his Death or Permanent Disability and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A expiration of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such fortythen-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 current term of this Agreement, he will immediately return or (2) 12 months of Base Salary plus his Target Annual Cash Incentive Bonus for the year of termination; and (ii) full acceleration of vesting for all stock, stock option and other equity awards. If Executive’s employment is terminated because of death or Permanent Disability Executive’s family members covered by the Company group health plan shall be reimbursed for group health plan continuation coverage they elect to receive under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for up to 24 months, provided a member of Executive’s family provides timely notice to the Company any portion health plan administrator of the Severance Payment that has been paid to him pursuant to Section 7Executive’s death or Permanent Disability.

Severance. (a) If Other than in the Company terminates Employeecase of a timely noticed non-renewal of Executive’s employment with the hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause in accordance with Section 6(cfor any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) prior a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the expiration unpaid portion of the Initial Term, Executive’s then applicable Salary for the Company shall pay Employee a severance payment remainder of the Term or Renewal Term plus an amount equal to twelve months twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of Employee’s Base Salary as in effect on the date Effective Date but before the fifth anniversary of terminationthe Effective Date, subject to subsections or (ciii) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a cash severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (oreach, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after ). In the date Employee’s employment event that the Executive is terminated giving rise by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to such Severance Payment which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations 17 to enforce his rights under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges , and agrees the Severance Payment Company is found to which the Employee is entitled under have violated this Section 7 is conditioned upon and subject Agreement, then Company shall be obligated to the Employee’s executing and delivering the general release of claims pay Executive, in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right addition to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of all of the costs incurred by Executive, including attorneys’, fees, to enforce this Agreement. If Employee breaches any It is explicitly agreed that the Enforcement Payment is a reasonable estimate of his obligations the value of time and expense that would be incurred by the Executive to enforce this Agreement and in Sections 8-11 no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten (10) days of the date the Company is found to have violated this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior Subject to the expiration of the Initial TermExecutive's continued compliance with his obligations under this Agreement, the Company shall pay Employee a severance have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to twelve months the sum of Employee’s the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect on as of the date of termination), subject 50% of which shall be paid to subsections the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d). ; (bv) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable subject to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months provisions of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, immediate payout of benefits previously accrued under the Severance Payment Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the Company’s first payroll payment date that is more than six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (6iii) months and the Severance Payment benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is otherwise payable pursuant eligible to this Agreement. (d) Employee acknowledges and agrees receive the Severance Payment to which the Employee is entitled under severance benefits provided for by this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years4.4(a), the Severance Payment will Executive shall not be paid in the second calendar year. Employee’s right eligible to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches receive severance benefits under any of his obligations in Sections 8-11 of this Agreementother Company plan, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7policy, or agreement.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the The Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: of (i) twelve eighteen (18) months of the Employee’s Base Salary base monthly salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)the Employee’s employment terminates, and (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, subject plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to subsections (c) and (d). (c) Any severance Section 9 below, payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will shall be made in a lump sum within sixty (60) days after following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s employment termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is terminated giving rise obligated to such Severance Payment pay the Employee’s base salary pursuant to Section 7(a3(a) above. Should the Employee for himself or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made herself or his or her Covered Dependents elect to continue participation in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon first eligible to participate in a major medical benefit program maintained by a successor employer, and subject the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s executing and delivering rights under this Section 3(b), the general release of claims Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the form attached hereto as Exhibit B by the 45th day following the EmployeeCompany’s separation from service major medical and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. (a) If During the Company terminates EmployeeTerm, if within 18 months after a Change in Control, the Executive’s employment with is terminated by the Company Employers without Cause as provided in accordance with Section 6(c3(d) prior to or the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary Executive terminates his employment for Good Reason as provided in effect on the date of termination, subject to subsections (c) and (dSection 3(e). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to a severance payment (in addition to any other rights and other amounts payable executives under Section 2(b). Subject to the Employee under Company plans in which Employee is a participantsatisfaction of the Release Condition, but without duplication for any amounts due to Employee pursuant to Section 7(a)all within 60 days from the Date of Termination, (i) payable in the Employers shall pay the Executive a lump sum in cash in an amount equal to 2.0 times the sum of: of (iA) twelve months of Employeethe Executive’s current Base Salary (or the Executive’s Base Salary in effect on date of such CC Termination (orimmediately prior to the Change in Control, if greater, higher) plus (B) the highest Base Salary in effect during the three year period ending Executive’s Incentive Compensation determined on the date Date of such CC Termination); and (ii) if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (A) 18 times the amount of monthly employer contribution that the Employers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Employers; and (iii) the amounts payable under Subsections (i) and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will shall be made paid in a lump sum within sixty (60) 60 days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b)Date of Termination; provided provided, however, that Employee executes and delivers if the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) -day period spans two begins in one calendar years, the Severance Payment will be made year and ends in the a second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will amounts shall be paid in the second calendar year. Employee’s right to year no later than the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8last day of such 60-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7day period.

Severance. (a) If the Company terminates EmployeeSubject to Section 7(b) below, if Executive’s employment with is terminated prior to the end of the Term by the Company without Cause (other than due to death or Disability), Executive shall be entitled to receive a cash severance payment equal to (i) three months of Executive’s Base Salary at the time of termination, which shall increase to six months of Executive’s Base Salary if such termination occurs after one year from the Effective Date; and (ii) a pro rata portion of the target Annual Bonus for the year in which such termination occurs. Such severance payment shall be made over the three or six month period, as applicable, in accordance with Section 6(c) the Company’s normal payroll policy, provided that prior to the expiration initial payment, the Executive has executed and delivered to the Company, and has not revoked a general release of the Initial TermCompany, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns, and such other persons and/or entities as the Company may determine, in a form reasonably acceptable to the Company. Such general release shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect be delivered on or about the date of termination and must be executed within 21 days of termination, subject to subsections (c) and (d). (b) If during Notwithstanding the Term of this Agreement there is a CC Terminationforegoing, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months any payment(s) of Employee’s Base Salary in effect on date “nonqualified deferred compensation” (within the meaning of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes regulations and official guidance issued thereunder (“Section 409A”)) that is/are required to be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of “nonqualified deferred compensation” that is subject hereunder, then the Executive will not be deemed to Section 409A of have terminated employment until the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s Executive incurs a “separation from service and not revoking the release service” within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 meaning of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.409A.

Severance. If, during the Term, other than within twelve (12) months following a Change in Control, the Executive experiences a Termination of Employment, either (a) If by the Company terminates Employee’s employment with the Company Employer without Cause in accordance with pursuant to Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d4.1(a)(2). ; or (b) If during by the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication Executive for any amounts due to Employee Good Reason pursuant to Section 7(a4.1(b)(2), then, upon his Termination of Employment, the Employer will pay in lieu of any severance payment applicable under any general severance policy (which Executive acknowledges he is not eligible for due to this Agreement) payable in a lump sum in cash severance to the Executive in an amount equal to the sum of: one (i1) twelve months of Employee’s times his Annual Base Salary then in effect on date (the “Severance Pay”), with such amount payable in substantially equal cash installments not less frequently than monthly over the twelve-month period following Executive’s Termination of such CC Termination Employment (orthe “Severance Payment Period”). So long as the Executive complies with the requirements of Sections 5.2, if greater5.3, 6, 7 and 8 of this Agreement, the highest Base Salary in effect during the three year period ending Severance Pay shall commence on the date of such CC Termination), and first payroll period (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Initial Payment”) will be made in a lump sum within sixty (60) days occurring on or after the date Employee60th day following the Executive’s employment is terminated giving rise to such Termination of Employment (the “Severance Delay Period”). The Initial Payment pursuant to Section 7(a) or (b); provided that Employee executes shall include payment for any payroll periods which occur during the Severance Delay Period and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, remaining Severance Pay shall continue until the expiration of the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and Period subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 provisions of this Agreement. If Employee breaches the Executive shall be entitled to receive Severance Pay pursuant to this Section 4.2, then, in addition to any of his obligations in Sections 8-11 of this Agreement, he will immediately return Severance Pay payable to the Company any portion of the Severance Payment that has been paid to him Executive pursuant to this Section 7.4.2, the Employer shall, until such time as the Executive is eligible for Medicare, or some similar health care coverage provided by state or federal governments, or eligible to participate in or be covered by the health plans of any employer other than the Employer, pay on the Executive’s behalf, or reimburse the Executive, for the cost of COBRA premiums incurred by the Executive for his individual health coverage for the twelve (12) months following Termination of Employment (with any additional amounts incurred to procure family coverage being the sole responsibility of the

Severance. (a) If the Company terminates EmployeeSubject to Section 6(b) below, if Executive’s employment with is terminated prior to the end of the Term by the Company without Cause in accordance with Section 6(c) prior or by Executive for Good Reason, Executive shall be entitled to the expiration of the Initial Term, the Company shall pay Employee receive a severance payment an amount equal to twelve (i) 12 months of Employee’s Executive's Base Salary Salary, and (ii) 75% of the target Annual Bonus for the compensation year in which such termination occurs. Such severance payment shall be paid in 12 equal monthly payments commencing with the first payroll following such termination, provided the Executive has executed and delivered to the Company, and has not revoked a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns, and such other persons and/or entities as the Company may determine, in effect a form reasonably acceptable to the Company. Such general release shall be delivered on or about the date of termination and must be executed within fifty-five (55) days of termination, subject to subsections (c) and (d). (b) If during Executive’s employment is terminated prior to the end of the Term of this Agreement there is by the Company without Cause or by Executive for Good Reason, and such termination occurs within six (6) months prior to a CC TerminationChange in Control or within twelve (12) months after the Change in Control, then the Employee will Executive shall be entitled to a severance payment (receive, in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee severance pursuant to Section 7(a)6(a) payable in a lump sum in cash in above, an amount equal to the sum of: (i) twelve additional 12 months of EmployeeExecutive’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)Salary, and (ii) an additional 25% of the Employee’s Average target Annual Bonus, subject to subsections (c) and (d)bonus. (c) Any severance payment payable to Employee pursuant to this Section 7 Notwithstanding the foregoing, (a i) any payment(s) of “Severance Payment”) will be made in a lump sum nonqualified deferred compensation” (within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under meaning of Section 409A of the Code and the Severance Payment constitutes regulations and official guidance issued thereunder (“Section 409A”)) that is/are required to be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of “nonqualified deferred compensation” that is subject hereunder, then the Executive will not be deemed to have terminated employment until the Executive incurs a “separation from service” within the meaning of Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.409A. (d) Employee acknowledges and agrees the Severance Payment to which the Employee If Executive's employment is entitled under this Section 7 is conditioned upon and subject terminated prior to the Employee’s executing end of the Term by the Company without Cause or by Executive for Good Reason, and delivering the general release of claims if Executive is eligible for and elects to continue to participate in the form attached hereto as Exhibit B by the 45th day following the EmployeeCompany’s separation from service medical and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsdental benefit programs pursuant to COBRA, the Severance Payment Company will be paid in continue to pay the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any same portion of Executive's medical and dental insurance premiums under COBRA as during active employment (for Executive and eligible spouse and dependents) until the Severance Payment that has been paid to him pursuant to Section 7earlier of: (1) 12 months from Executive's cessation from employment; or (2) the date Executive is eligible for medical and/or dental insurance benefits from another employer.

Severance. In the event that Employee is subject to a Change in Control Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (aA) If a lump sum cash severance payment equal to [one (1) times (if Employee is not the Company terminates Employee’s employment with CEO)] [two (2) times (if Employee is the Company without Cause in accordance with Section 6(cCEO)] the higher of (1) the base salary which Employee was receiving immediately prior to the expiration Change in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination, which payment shall be paid on the sixtieth (60th) day following the Change in Control Involuntary Termination; (B) a lump sum cash payment equal to [one (1) times (if Employee is not the CEO)] [two (2) times (if Employee is the CEO)] Employee’s Target Annual Bonus; and (C) payment by the Company of the Initial Termfull cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the [twelve (12) month (if Employee is not the CEO)] [twenty-four (24) month (if Employee is the CEO)] period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The benefits to be provided under clauses (a)(i) and (a)(ii) shall be paid on the sixtieth (60th) day following Employee’s termination of employment ; except that any payments under clause (a)(ii)(C) shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment (subject in all cases to Employee’s release of claims against the Company as set forth in Section 1(a)). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee is likely to cause the Company to become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Healthcare Reform Act”), the Company shall pay Employee a severance payment an monthly amount in cash equal to twelve months the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s Base Salary as in effect on the date termination of termination, subject employment and up to subsections three (c3) months of outplacement services not to exceed $5,000 per month (with a provider and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to program selected by the sum of: Employee. provided Employee commences such services within ninety (i90) twelve months days of Employee’s Base Salary Change in effect on date of such CC Control Involuntary Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (ddate). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Executive terminates this Agreement and his employment with the Company terminates Employeefor Good Reason or if the Executive’s employment with the Company without Cause in accordance with Section 6(c) prior is terminated by the Company for any reason other than for Cause, including non-renewal of this Agreement by the Company (but not including any circumstances that would give rise to a payment to the expiration of the Initial TermExecutive pursuant to Section 3.3(a) hereof), the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary the Executive as in effect on the date of termination, subject to subsections (c) and (d).follows: (bi) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash pay in an amount equal to 1.0 times the sum Executive’s then-current annual base salary, such amount to be paid in equal installments over the 12-month period immediately following the date of termination in accordance with the Company’s normal payroll practices with such installments to be no less frequent than monthly and to commence on the first payroll date following the date of termination; and (ii) all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the benefit plans, policies and arrangements; and (iii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (iA) the expiration of a period of twelve (12) months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on from the date of such CC Termination), and termination or (iiB) the Employee’s Average Annual Bonus, subject to subsections date upon which the Executive becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the foregoing items (ci) and (d). (ciii) Any severance payment payable to Employee pursuant to this Section 7 (a hereof are defined as the “Severance Payment”) will be made in Indemnity.” The Executive’s receipt of the foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company of a lump sum separation and release agreement acceptable to the Company governing the termination of the employment relationship between the Executive and the Company and the Executive’s release of all claims against all members of the Avadel Group of Companies and their employees, officers, directors and contractors, and allowing the applicable revocation period required by law to expire without revoking or causing revocation of same, within sixty (60) days following the date of termination of the Executive’s employment. Any Severance Indemnity payments that the Executive would otherwise be entitled to receive prior to the time the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a lump sum after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If ; and if the permissible period during which the Executive may execute and deliver the release and during which the applicable revocation period could expire spans more than one calendar year, any payments that the Executive is entitled to receive during such sixty (60) day period spans two calendar years, the Severance Payment will shall be made accumulated and paid in a lump sum only in the second subsequent calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If Provided Executive signs and delivers, and does not revoke, a general release in a form acceptable to the Company terminates Employee’s employment with in its sole discretion, (x) Executive shall be entitled to receive a severance payment equal to two (2) weeks of base salary for every full year that Executive was employed by the Company without Cause in accordance with Section 6(cGroup, subject to a minimum payment of thirty-nine (39) prior to the expiration weeks base salary and a maximum payment of the Initial Termfifty-two (52) weeks base salary, and (y) if Executive properly elects COBRA coverage, the Company shall pay Employee a severance payment an amount will make payments to the insurance provider(s) equal to twelve months the amount due for Executive’s COBRA coverage payments for a period of Employeetime equal to the number of weeks of Executive’s Base Salary as in effect on the date severance payments or until Executive is eligible to receive health benefits under another medical plan, whichever is sooner (by way of terminationexample only, subject to subsections (c) and (d). (b) If during the Term of this Agreement there if Executive is a CC Termination, then the Employee will be entitled to a severance payment equal to thirty weeks’ base salary because he/she has been employed by the Company for fifteen (in addition to any other rights and other amounts payable 15) years, the Company will make monthly payments to the Employee COBRA insurance provider for the first thirty weeks of COBRA coverage, assuming Executive has executed and not revoked the release and has not otherwise become eligible to receive benefits under another medical plan). Executive agrees to give the Company plans in which Employee is a participant, but without duplication for any amounts due notice immediately if he/she becomes eligible to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal receive benefits under another medical plan. The release agreement shall be provided to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect Executive during the three year period ending on first month of the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any Notice Period. The severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will based on tenure with the Company shall be made paid in a lump sum within sixty ten (6010) days after following the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); expiration of the Notice Period, provided that Employee executes and delivers Executive has executed the release contemplated agreement, returned it to the Company, and allowed the revocation period therefor to expire, by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A end of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the CodeNotice Period. The release agreement will provide, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering among other things, for the general release of any and all claims in that Executive may have against the form attached hereto as Exhibit B by Group and its officers, directors, employees and agents, whether known or unknown, and whether at common law or arising under any statute, including but not limited to statutes relating to discrimination and whistleblowing, and also will require Executive to keep the 45th day following the Employee’s separation from service and not revoking terms of the release within the seven confidential, subject to appropriate carve outs as required by law. Executive shall not be entitled to any other payment of any kind, except (7a) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid as expressly provided in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return (b) earned wages or accrued vacation time that remains due and payable, and (c) benefits to the Company extent that Executive is entitled to accrued benefits under the express terms of any portion plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the Severance Payment that has been paid to him pursuant to Section 7relevant plan documents or applicable law.

Severance. (a) If With respect each employee of the Company terminates Employee’s employment with who is listed in SECTION 5.07(b)(1) OF THE COMPANY DISCLOSURE SCHEDULE (the Company without Cause "LEVEL 1 EMPLOYEES"), Parent shall cause the Change in Control Agreement or Severance Agreement to which such employee is a party and is in effect at the Effective Date to be honored in accordance with Section 6(c) prior its terms, PROVIDED, HOWEVER, that the reference, if any, to "two times" contained in the expiration definition of "Applicable Incentive Amount" in any Change in Control Agreement shall be disregarded. With respect to each employee of the Initial TermCompany who is listed IN SECTION 5.07(b)(2) OF THE COMPANY DISCLOSURE SCHEDULE (the "LEVEL 2 EMPLOYEES"), Parent shall cause each such employee whose employment is terminated by Parent or its Affiliates (or by the employee if (and only if) on account of a reduction in the employee's base pay or annual target bonus percentage under the Company's Management Incentive Plan or a relocation of the employee's primary work site of more than 40 miles) within the one year period following the Closing Date to receive over a 15 month period such percentage of such employee's annual base pay as is equal to 125% plus 100% of such employee's annual target bonus percentage. With respect to each employee of the Company who is not a Level 1 Employee or a Level 2 Employee (the "LEVEL 3 EMPLOYEES"), Parent shall pay Employee a cause each such employee whose employment is terminated by Parent or its Affiliates within the one year period following the Closing Date to receive severance payment an amount payments equal to twelve months of Employee’s Base Salary those payable pursuant the Company's Severance Pay Plan as in effect on the date of termination, subject to subsections hereof (cthe "SEVERANCE PLAN") and (d). (b) If during shall not exercise any retained right to amend or to terminate the Term Severance Pay Plan and shall not exercise any right to issue a "severance pay award" under the Severance Pay Plan for the purpose of this Agreement there is diminishing the entitlement to these payments. For up to 12 months following a CC Terminationtermination of employment entitling a Level 2 or Level 3 Employee to severance payments, then Parent shall subsidize such employee's COBRA continuation coverage in an amount that allows such employee to continue to participate in the Company's medical program on the same basis as similarly situated active employees. Notwithstanding the foregoing, no Level 2 or Level 3 Employee will shall be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: benefits if (i) twelve months such employee's employment is terminated by Parent or its Affiliates for any reason set forth in Section 3.3 of Employee’s Base Salary in effect on date the Severance Plan or by reason of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and death or disability or (ii) the Employee’s Average Annual Bonus, subject such employee fails to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (execute a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the favor of Parent and its Affiliates in a form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right that is reasonably acceptable to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7Parent.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) ), (d), and (de). (b) If during the Term of this Agreement there is a CC TerminationTermination upon a Change in Control or within one year thereafter, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of the Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c), (d) and (de). (c) Any Subject to Section 7(c), any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s employment with Term is terminated by the Company without Cause in accordance with Section 6(cfor Cause, (i) prior the Company and the Partnership will pay to the expiration of the Initial Term, the Company shall pay Employee a severance payment Executive an aggregate amount equal to twelve months of Employeethe Executive’s Base Salary as in effect on accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted stock will terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, subject to subsections will expire ninety (c90) and (d)days after the termination date. (b) If during the Term is terminated by the Executive other than because of death, Disability or for Good Reason, (i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted stock will terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (c) If the Term is terminated upon the Executive’s death or Disability, (i) the Company and the Partnership will pay to the Executive’s estate or the Executive, as the case may be, a lump sum payment equal to the Executive’s base salary through the termination date, plus a pro rata portion of the Executive’s bonus for the fiscal year in which the termination occurred; (ii) the Company will make payments for one (1) year of all compensation otherwise payable to the Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits; (iii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter; and (iv) all of the Executive’s unvested restricted stock will immediately vest and all of the Executive’s restricted stock shall become free from all contractual restrictions; and (d) Subject to Section 6(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of Executive’s death or Disability, in addition to any other remedies available, or if the Executive terminates the Term for Good Reason, (i) the Company and the Partnership shall pay the Executive a lump sum equal to the product of (x) the sum of (A) the Executive’s then annual base salary and (B) the amount of the Executive’s bonus for the preceding year, multiplied by (y) the greater of (A) two and one-half (2 ½) and (B) a fraction, the numerator of which is the number of days remaining in the Term (without further extension) and the denominator of which is 365; (ii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter; (iii) all of the Executive’s unvested restricted stock will immediately vest and all of the Executive’s restricted stock shall become free from all contractual restrictions; and (iv) the Company shall also continue in effect the Executive’s health benefits noted in Section 4(c) hereof or their equivalent for a period equal to the greater of (X) two and one-half (2½) years or the remaining Term, without further extension or (Y) the date on which the Executive obtains health insurance coverage from a subsequent employer. (e) If, within twenty-four (24) months following a Change in Control, the Term is terminated by the Executive for Good Reason, or by the Company without Cause, or if the Agreement there is a CC Terminationnot renewed by the Company in accordance with Section 1, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to which the Employee Executive may have under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greaterlaw or otherwise, the highest Base Salary Executive shall receive the same payments and benefits provided for under Section 6(d) hereof; provided, that the amount of the multiplier described in effect during the clause (d)(i)(y)(A) of Section 6 hereof shall be increased from two and one-half (2½) times to three year period ending on the date of such CC Termination), and one-half (ii3½) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)times. (cf) Any severance payment payable to Employee If at any time the Term is not extended pursuant to the proviso to Section 1 hereof as a result of the Company giving notice thereunder that it elects to permit the term of this Section 7 (a “Severance Payment”) will Agreement to expire without extension, the Company shall be made in a lump sum within sixty (60) days after deemed to have terminated the date EmployeeExecutive’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementwithout Cause. (dg) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsAs used herein, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.term “Cause” means:

Severance. (a) If the Company terminates EmployeeUpon termination of General Manager’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee by District pursuant to Section 7(a)15(a) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)herein, and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee if General Manager timely executes and delivers the release contemplated by Section 7(d) to District an original Separation Agreement and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims General Release in the form attached hereto as Exhibit B Attachment 4, and does not thereafter timely exercise his right to revoke said Separation Agreement and General Release, General Manager shall receive his earned income and a severance allotment as follows: (1) Cash for all uncompensated accrued earnings and vacation and sick (2) leave (in accordance with Section 7 herein) as of the effective date of termination; and A severance allotment as follows: An amount equal to six (6) months’ salary of General Manager and six (6) months of medical insurance and life insurance benefits on the same basis as District is providing such benefits immediately prior to termination of employment. However, if the unexpired term of the Employment Agreement is less than six (6) months, the severance allotment shall be in an amount equal to General Manager’s monthly salary multiplied by the 45th day following number of full months left on the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 unexpired term of this AgreementEmployment Agreement along with the corresponding medical and life insurance benefits for such number of months. If Employee breaches MCSD GM Agreement 1107555.1 7 (b) Notwithstanding the foregoing in Section 16(a), if the basis for the "just cause" for termination pursuant to Section 15(a) herein is that the General Manager engaged in any of the activities listed on Attachment 3, which attachment is incorporated herein by this reference, upon termination of General Manager’s employment for such reason(s), General Manager shall receive his obligations earned income as follows: (1) Cash for ail uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the effective date of the termination; and (2) No severance allotment shall be paid. (c) Upon termination of General Manager’s employment pursuant to Section 15(b) herein, General Manager shall receive his earned income as follows: (1) Cash for all uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the effective date of the termination ; and (2) No severance allotment shall be paid. (d) Upon expiration of the term of the Agreement without a renewal by the District, General Manager shall receive his earned income as follows: (1) Cash for all uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the effective date of the termination; and (2) No severance allotment shall be paid. 1107555.1 (e) In accordance with Government Code Sections 8-11 53243 and 53243.2, and notwithstanding any other provision of this Agreement, he will immediately return to the Company parties hereto agree as follows: (1) To the extent, if any, that General Manager is paid leave salary and benefits pending an investigation, General Manager shall fully reimburse District for such leave salary and benefits if General Manager is convicted of a crime involving an abuse of his office or position; and (2) If General Manager receives any portion severance allotment or other cash settlement from District upon termination of this Agreement, General Manager shall fully reimburse District for such severance allotment or cash settlement if General Manager is convicted of a crime involving an abuse of his office or position. For purposes of this subsection (e) the Severance Payment that has been paid to him pursuant to phrase "abuse of office or position" shall have the meaning as set forth in Government Code Section 753243.4.

Severance. (a) If the Company terminates Employee’s employment with Term is terminated by the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Termfor Cause, the Company shall and the Partnership will pay Employee a severance payment to the Executive an aggregate amount equal to twelve months of Employee’s Base Salary as in effect on the Executive's accrued and unpaid base salary through the date of such termination, subject and all unvested options will terminate immediately and any vested options issued pursuant to subsections the Company's Incentive Plan and held by the Executive at termination, will expire ninety (c90) and (d)days after the termination date. (b) If during the Term is terminated by the Executive other than because of death, Disability or for Good Reason, the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive's accrued and unpaid base salary through the date of such termination, and all unvested options will terminate immediately and any vested options issued pursuant to the Company's Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (c) If the Term is terminated upon the Executive's death or Disability, the Company and the Partnership will pay to the Executive's estate or the Executive, as the case may be, a lump sum payment equal to the Executive's base salary through the termination date, plus a pro rata portion of the Executive's bonus for the fiscal year in which the termination occurred. In addition, the Company will make payments for one (1) year of all compensation otherwise payable to the Executive pursuant to this Agreement there Agreement, including, but not limited to, base salary, bonus and welfare benefits. In addition, all of the Executive's unvested stock options and restricted stock awards will immediately vest and become exercisable for a period of one (1) year thereafter and shares of restricted stock of the Company previously granted to the Executive shall become free from all contractual restrictions. (d) Subject to Section 5(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of his death or Disability, in addition to any other remedies available, or if the Executive terminates the Term for Good Reason, the Company and the Partnership shall pay the Executive a CC Terminationlump sum equal to the product of one (1) times the sum of (A) the Executive's then annual base salary and (B) the amount of the Executive's bonus for the preceding year, then or if the Employee Term is terminated prior to December 31, 1999 the Executive's target bonus for such year. In addition, all of the Executive's unvested stock options and restricted stock awards will be entitled immediately vest and become exercisable for a period of one (1) year thereafter and shares of restricted stock of the Company previously granted to the Executive shall become free from all contractual restrictions, and the Company shall continue in effect the Executive's health insurance benefits until the earlier of (x) one (1) year from the end of the Term or (y) the date on which the Executive obtains health insurance coverage from a severance payment subsequent employer. (e) If, within eighteen (18) months following a Change in Control, the Term is terminated by the Executive for Good Reason or by the Company without Cause, in addition to any other rights which the Executive may have under law or otherwise, the Executive shall receive the same payments and other amounts payable benefits provided for under Section 5(d) hereof; provided, that the amount of the multiplier -------- described in clause (d) of Section 5 hereof shall be increased from one (1) times to two (2) times. (f) Notwithstanding anything in this Section 5 to the Employee under Company plans in which Employee contrary if the Term is a participant, but without duplication terminated for any amounts due to Employee pursuant to Section 7(a)reason within twenty-four (24) payable in a lump sum in cash in an amount equal to months following the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greaterSpin-Off Date, the highest Base Salary Pre-Spinoff Awards will immediately vest and remain exercisable in effect during the three accordance with their respective terms; provided, however, such -------- ------- Pre-Spinoff Awards will have an exercise period of at least one-year period ending on from the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)termination. (cg) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsAs used herein, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.term "Cause" means:

Severance. (aShould the Executive experience a termination of employment during the Employment Period pursuant to Section 6.1(e) If the Company terminates Employee’s employment with the Company without Cause in accordance with or Section 6(c6.1(f) prior to the expiration of the Initial Termabove, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of terminationthen, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)Executive executing, and (ii) the Employee’s Average Annual Bonusfailing to revoke during any applicable revocation period, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of all claims against Employer and its Affiliates in a form acceptable to the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release Employer within the seven (7) days after executing and delivering the release. If such forty-five (45) day days after Executive’s termination of employment, the Executive shall be entitled to: (i) a lump sum payment equal to one (1) times his then current Base Salary; (ii) a lump sum payment equal to one (1) times his then current cash bonus target amount; and (iii) a lump sum payment of a prorated bonus for the bonus period plus during which the seven termination of employment occurs determined by multiplying (7A) day revocation the bonus, if any, Executive would have been entitled to receive for such bonus period if Executive’s employment had not terminated (based on actual performance during such bonus period) by (B) a fraction, the numerator of which is the number of days Executive was employed with the Company during the applicable bonus period and the denominator of which is the total number of calendar days in such bonus period. Subject to Section 6.7, such lump sum payment under this Section will be made no later than sixty (60) days following the Executive’s Separation from Service on or after the date the Executive’s employment is terminated, provided, that if such period of 60 days spans two calendar taxable years, the Severance Payment severance will be paid in the second calendar taxable year. Employee’s right , and provided, further, that the prorated bonus referred to in Section 6.4(iii) above will be paid at the same time bonuses for the applicable bonus period, if any, are paid to the Company’s executive officers generally. Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations payments do not result in Sections 8-11 of this Agreement, he will immediately return to extending employment beyond the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7termination date.”

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d).The equivalent of: (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve (12) months of EmployeeExecutive’s Base Salary in effect on date as of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Cash Severance”); provided, however, that of such CC Termination)amount nine (9) months of Executive’s Base Salary shall initially be paid, and the remaining three (3) months of the Executive’s Base Salary shall only be paid in the event that Company stockholders have received a minimum liquidating distribution pursuant to that certain Plan of Dissolution of the Company, as approved by the Board on December 19, 2023, of at least $0.05 per share and all obligations of the Company have been paid, reserved, or otherwise resolved under applicable law, as determined by the Board in its discretion (the “Contingent Severance Conditions”); (ii) Solely in the Employeeevent that the Contingent Severance Conditions are fulfilled, as determined by the Board in its discretion, twelve (12) months (i.e., 1x) of Executive’s Average target Annual BonusBonus for the applicable bonus year in which the termination of employment occurs, subject to subsections standard payroll deductions and withholdings (c) and (dthe “Annual Bonus Severance”).; and (ciii) Any severance payment payable twelve (12) months of the cost of Executive’s COBRA premiums needed to Employee pursuant continue Executive’s medical, dental and vision insurance coverage (including coverage for eligible dependents, if applicable) (the “CIC COBRA Severance”), subject to this Section 7 standard payroll deductions and withholdings; provided, however, that of such amount nine (a “9) months of Executive’s CIC COBRA Severance Payment”shall initially be paid, and the remaining three (3) months of Executive’s CIC COBRA Severance shall only be paid in the event the Contingent Severance Conditions are fulfilled, as determined by the Board in its discretion. The CIC Cash Severance, Annual Bonus Severance, and CIC COBRA Severance will be made paid in a lump sum within sixty (60) days after following Executive’s Separation from Service, provided the date Employee’s employment is terminated giving rise to Separation Agreement (as described in Paragraph 8) has become effective; provided, however, that any such portion of the CIC Cash Severance, Annual Bonus Severance, and CIC COBRA Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers are payable only upon the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such fulfillment of the Contingent Severance Conditions will be paid in a lump sum within sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day days following the EmployeeBoard’s separation from service and determination that the Contingent Severance Conditions have been fulfilled. Executive may, but is not revoking obligated to, use the release within CIC COBRA Severance payment toward the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 cost of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7COBRA premiums.

Severance. (a) If Provided Executive signs and delivers, and does not revoke, a general release in a form acceptable to the Company terminates Employee’s employment with in its sole discretion, (x) Executive shall be entitled to receive a severance payment equal to two (2) weeks of base salary for every full year that Executive was employed by the Company without Cause in accordance with Section 6(cGroup, subject to a minimum payment of twenty-six (26) prior to the expiration weeks base salary and a maximum payment of the Initial Termfifty-two (52) weeks base salary, and (y) if Executive properly elects COBRA coverage, the Company shall pay Employee a severance payment an amount will make payments to the insurance provider(s) equal to twelve months the amount due for Executive’s COBRA coverage payments for a period of Employeetime equal to the number of weeks of Executive’s Base Salary as in effect on the date severance payments or until Executive is eligible to receive health benefits under another medical plan, whichever is sooner (by way of terminationexample only, subject to subsections (c) and (d). (b) If during the Term of this Agreement there if Executive is a CC Termination, then the Employee will be entitled to a severance payment equal to thirty weeks base salary because he/she has been employed by the Company for fifteen (in addition to any other rights and other amounts payable 15) years, the Company will make monthly payments to the Employee COBRA insurance provider for the first thirty weeks of COBRA coverage, assuming Executive has executed and not revoked the release and has not otherwise become eligible to receive benefits under another medical plan). Executive agrees to give the Company plans in which Employee is a participant, but without duplication for any amounts due notice immediately if he/she becomes eligible to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal receive benefits under another medical plan. The release agreement shall be provided to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect Executive during the three year period ending on first month of the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any Notice Period. The severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will based on tenure with the Company shall be made paid in a lump sum within sixty ten (6010) days after following the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); expiration of the Notice Period, provided that Employee executes and delivers Executive has executed the release contemplated agreement, returned it to the Company, and allowed the revocation period therefor to expire, by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A end of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the CodeNotice Period. The release agreement will provide, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering among other things, for the general release of any and all claims in that Executive may have against the form attached hereto as Exhibit B by Group and its officers, directors, employees and agents, whether known or unknown, and whether at common law or arising under any statute, including but not limited to statutes relating to discrimination and whistleblowing, and also will require Executive to keep the 45th day following the Employee’s separation from service and not revoking terms of the release within the seven confidential, subject to appropriate carve outs as required by law. Executive shall not be entitled to any other payment of any kind, except (7a) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid as expressly provided in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return (b) earned wages or accrued vacation time that remains due and payable, and (c) benefits to the Company extent that Executive is entitled to accrued benefits under the express terms of any portion plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the Severance Payment that has been paid to him pursuant to Section 7relevant plan documents or applicable law.

Severance. Sellers or their affiliates (other than the Transferred Subsidiaries) shall retain or assume and be solely responsible for, and shall indemnify and hold harmless Purchaser and its affiliates (including, after the Applicable Closing Date, the Transferred Subsidiaries) from, all Liabilities that may result in respect of claims for statutory, contractual or common law severance or other separation benefits or other legally mandated payment obligations (including claims for wrongful dismissal, notice of termination of employment or pay in lieu of notice, plus any payment under the CRM Retention Bonus Program and any retention, change in control or transaction bonuses or equity or equity-based compensation or benefits), together with the employer-paid portion of any employment or payroll taxes related thereto, arising out of, relating to or in connection with (a) If the Company terminates consummation of the transactions contemplated by this Agreement, and (b) an Employee’s rejection of Purchaser’s offer of employment, other than any such Liability (which shall be assumed by Purchaser) arising from (i) Purchaser’s failure to offer employment to or continue the employment of any Employee on terms consistent with the Company without Cause this Article VI and in accordance with applicable Law or (ii) Purchaser’s termination of employment of any Transferred Employee after 12:01 a.m. on the Applicable Closing Date. Without limiting the generality of Section 6(c6.03 and without prejudice to the terms of Section 6.01(c) to (h), with respect to any Transferred Employee whose employment is terminated by Purchaser during the Benefit Period, Purchaser shall provide such Transferred Employee with the cash severance benefits such Transferred Employee would have received if he or she separated from Sellers immediately prior to the expiration applicable Closing under the applicable Employee Benefit Plan set forth in Section 3.17(a) of the Initial Term, the Company shall pay Employee Disclosure Schedule that is designated as a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of terminationplan or severance policy; provided, subject to subsections (c) and (d). (b) If during the Term however, that for purposes of this Agreement there is a CC Terminationcovenant and Purchaser’s severance plans, then the such Transferred Employee will shall be entitled to a severance payment (credited for service with Sellers as described in addition to any other rights Section 6.05 and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day service with Purchaser following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7Applicable Closing Date.

Severance. (a) If the Company terminates EmployeeEmployment Period ends as a result of either (A) Executive’s employment with by the Company being terminated by the Company without Cause (as defined in accordance with Section 6(c4(d)) prior or (B) Executive resigning from Executive’s employment by the Company for Good Reason (as defined in Section 4(d)), then, subject to the expiration of the Initial TermSection 4(c) hereof, the Company shall shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on or provide Executive with the date of terminationfollowing, subject to subsections (c) and (d).the provisions of Section 11 hereof: (bi) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the lesser of (A) $1,000,000 and (B) the sum of: of (ix) twelve months of EmployeeExecutive’s annual Base Salary in effect on date the Employment Termination Date and (y) the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (such CC Termination lesser amount, the “Cash Severance”) (orprovided that, notwithstanding the foregoing, if greaterthe Employment Termination Date occurs prior to Executive having received a Year End Bonus for calendar year 2014, then the highest Base Salary in effect during the three year period ending on the date of such CC TerminationCash Severance shall be $1,000,000), and with fifty percent (ii50%) of the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment Cash Severance payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made Executive in a lump sum within sixty (60) days as soon as reasonably practical after the date Employee’s employment of which the General Release (as defined in Section 4(c)) is terminated giving rise signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to such Severance Payment pursuant to Section 7(a) or (b)Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that Employee executes and delivers if the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) Employment Termination Date occurs during the 365 day period spans two calendar years, commencing on the Severance Payment will be made occurrence of a Change in the second calendar year. However, if Employee is a “specified employee” Control (as defined in regulations under Section 409A the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance Payment constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that is subject was otherwise scheduled to Section 409A be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the CodeYear End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause (B)(y) above shall be replaced with “the greater of (X) Executive’s Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015 (with such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and (ii) a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year (with such target Year End Bonus being, except as otherwise expressly specified in Section 3(d) hereof, as reasonably determined by the Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the Employment Termination Date relative to the hurdles set) in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (ii) exceed an amount equal to $1,000,000 minus the amount of Cash Severance; and if the amount of Cash Severance Payment is equal to $1,000,000 then no pro rata Year End Bonus will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.clause (ii); and (diii) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to (A) Executive’s timely election of continuation coverage under the Employee’s executing Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7B) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon EmployeeExecutive’s continued compliance with Sections 8-11 copayment of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to premiums at the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.same level

Severance. Purchaser shall, or shall cause one of its Affiliates to, pay to each Continuing Employee who is terminated during the Continuation Period for any reason other than cause or the Continuing Employee’s death or disability (a “Severed Continuing Employee”), subject to the Continuing Employee’s timely executing and not revoking a release of claims, a lump sum payment in cash equal to two weeks’ base pay for each year of service or portion thereof (taking into account, for this purpose, service as a Continuing Employee as well as service that would be credited to the Severed Continuing Employee under Section 5.7), with a minimum of eight (8) weeks’ base pay, with the base pay determined at the then applicable rate. For this purpose, (a) If the Company terminates Employee’s employment with the Company without Cause resignation by a Continuing Employee in accordance with Section 6(c) prior to the expiration lieu of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled requirement that such employee transfer to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date main work location that is more than six 50 miles from his or her main work location as of the Closing Date, and (6b) the termination of a Continuing Employee’s employment by reason of such employee’s declining a request for such a transfer shall be considered termination for a reason other than cause. In addition, to the extent a Severed Continuing Employee elects COBRA Continuation Coverage, the amount payable by such Severed Continuing Employee in respect of COBRA premiums during the months that such COBRA Continuation Coverage remains in effect (but only up to the Severance Payment is otherwise first eighteen (18) months) shall be no more than the active employee premiums payable pursuant to this Agreement. (d) for the same medical and/or dental coverage covering the Severed Continuing Employee acknowledges and agrees the Severance Payment to which Severed Continuing Employee’s spouse and eligible dependents. Notwithstanding the foregoing, if any Continuing Employee is entitled to severance benefits under an individual severance, employment or similar agreement, the terms of such agreement and not this Section 7 is conditioned upon 5.6 shall govern, and subject Continuing Covered Employees shall be entitled to severance benefits only to the Employee’s executing and delivering the general release of claims extent provided in the form attached hereto as Exhibit B a Collective Bargaining Agreement or otherwise agreed by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7applicable union.

Severance. (a) If Employee's employment is terminated by Employee or the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Termfor any reason or no reason after December 31, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination1997, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment receive on the effective date of termination of Employee's employment (in the "Termination Date"), cash compensation equal to six (6) months of Employee's base salary (the "Initial Severance Payment"). In addition to any other rights and other amounts payable to the Employee under Initial Severance Payment, on the Termination Date, the Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in will deposit an amount equal to the sum of: six (i6) twelve months of Employee’s Base Salary 's base salary in effect escrow (the "Escrow Deposit") with a financial institution pursuant to an escrow agreement in form reasonably acceptable to Employee and the Company. If Employee has not obtained new employment within the six (6) month period immediately following the Termination Date, then the Escrow Agent will distribute to Employee monthly, commencing on date the seventh (7th) month anniversary of such CC the Termination (or, if greater, the highest Base Salary in effect during the three year period Date and ending on the date twelfth (12th) month anniversary of such CC Terminationthe Termination Date (the "Subsequent Payment Period") an amount equal to one-sixth (1/6th) of the Escrow Deposit (the "Subsequent Severance Payments"); provided, that the Subsequent Severance Payments shall be reduced, on a dollar for dollar basis, to the extent Employee receives compensation for services rendered to another person or entity during the Subsequent Payment Period (the "Offset Amounts"). The Offset Amounts, if any, shall be distributed by the Escrow Agent to the Company. Notwithstanding the foregoing, in the event that the severance and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable other benefits provided for in this Agreement to Employee pursuant to this constitute "parachute payments" within the meaning of Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A 280G of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is and, but for this Section 5, would be subject to the excise tax imposed by Section 409A 4999 of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise aggregate amount of such payments and benefits payable pursuant to this Agreement. Section 5 shall be reduced such that the present value thereof (das determined under the Code and the applicable regulations) is equal to 2.99 times the Employee's "base amount" as defined in Section 280G(b)(3) of the Code. If Employee's employment is terminated by Employee acknowledges and agrees or the Severance Payment Company for any reason or no reason prior to which the December 31, 1997, Employee is will not be entitled under to receive any severance payments pursuant to this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 75.

Severance. (a) If Subject to Section 12, if the Company terminates Employee’s the Executive's employment with the Company without (other than For Cause in accordance with Section 6(c) prior to the expiration or as a result of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of EmployeeExecutive’s Base Salary as in effect on the date of termination, subject to subsections (cdeath or Disability) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a10(a), or the Executive terminates his employment for Good Reason pursuant to Section 10(b): (i) payable in The Company shall (subject to Section 11(b) below): (A) pay or cause to be paid to the Executive a lump lump-sum in cash payment, within ten (10) calendar days of the Termination Date, in an amount equal to the sum of (x) any unpaid Base Pay through the Termination Date, (y) payment in respect of any accrued but unused paid time off or sick pay, and (z) payment in respect of any business expenses reimbursable under Section 7 of this Agreement that have been incurred but not reimbursed prior to the Termination Date; (B) pay or cause to be paid to the Executive an amount equal to the sum of (I) 100% of the Executive's Base Pay in effect on the Termination Date (or in effect immediately prior to any reduction contemplated by Section 10 (b)(i)(B) hereof, whichever is higher) and (II) $400,000, such sum payable in twelve (12) monthly installments on the Company's last payroll date of each of the first twelve (12) calendar months commencing immediately following the 60th day following the Termination Date; and (C) pay or cause to be paid to the Executive, under all circumstances, any other compensation or benefits which may be owed or provided to or i n respect of the Executive in accordance with the terms and provisions of any plans or programs of the GENBAND Entities (the applicable payments under this Section 11 (a) collectively, the "Severance Payment); provided, however , that if the Executive is a Specified Employee, except to the extent that any amounts payable to the Executive as a Severance Payment are not treated as deferred compensation under Section 409A, such as, for example, certain payments pursuant to a separation pay plan, the Severance Payment shall not be provided to the Executive until the earlier of (I) the expiration of the six-month period measured from the Separation from Service Date and (II) the date of the Executive's death. All payments delayed pursuant to this paragraph shall be pa id, with interest thereon calculated at the "prime rate," as quoted from time to time during the relevant period in the Southwest Edition of The Wall Street Journal, on the first day of the seventh month following the Executive's Separation from Service Date (or the date of the Executive's death, if earlier), and all remaining payments due pursuant to this Agreement shall be pa id as otherwise provided herein; (ii) The Executive shall be entitled to reimbursement for, or payment by or on behalf of the GENBAND Entities or any successor entities of: , the premium cost for such group health plan coverage for which the Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended ("COBRA") (and which the Executive properly and timely elects to receive with respect to the Executive or any Qualified Beneficiary (as defined in COBRA) whose continued coverage under such GENBAND Entity group health plan is continued and whose coverage derives from being the spouse or a dependent of the Executive) for so long as the Executive or, as appropriate, such Qualified Beneficiary, remains eligible for continuation coverage as contemplated pursuant to COBRA and the relevant group health plan of the GENBAND Entities, but i n no event longer than twelve (12) months (such period of continued coverage, the "Continuation Period''). The GENBAND Parties shall at the same time as any such action (including payment of any reimbursement) make any payment that may be necessary to ensure that the Executive's after-tax position with respect to any health and welfare benefits or cash payments received pursuant to this Section 11(a)(ii) is not worse than the Executive's after-tax position in the event such benefits had been provided to the Executive while he was employed by the Company. Any such reimbursement or in-kind benefits provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive's taxable year following the taxable year in which the expenses are incurred, and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such reimbursements. The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and the Executive’s right to such reimbursement or payment of any such expenses will not be subject to liquidation or exchange for any other benefit. Any tax gross-up payment provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive’s taxable year following the taxable year in which the Executive remits the related taxes, and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such tax gross-ups; and (iii) If such termination of the Executive's employment occurs within twelve (12) months after a Change in Control, notwithstanding anything to the contrary in any applicable equity award agreement or equity plan, each Equity Award (including, but not limited to, any Equity Awards of Cayman Holdings, including the Class E Shares) granted to the Executive that is outstanding as of the Termination Date shall, without further action, become immediately fully vested, any automatic repurchase rights will fully lapse, and all restrictions with respect thereto shall lapse to the extent such Equity Awards have not otherwise vested, automatic repurchase rights have not lapsed, or any other restrictions with respect thereto have not otherwise lapsed on or prior to the Termination Date. (b) The GENBAND Parties' obligations pursuant to this Section 11 shall be conditioned upon (i) twelve months the Executive's termination of Employee’s Base Salary in effect on date employment constituting a "separation from service" within the meaning of such CC Termination (or, if greater, Section 1.409A-1(h) of the highest Base Salary in effect during the three year period ending on the date Department of such CC Termination), Treasury Regulations and (ii) the Employee’s Average Annual BonusExecutive's execution and delivery of a release, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in substantially the form attached hereto as Exhibit B by A, on or prior to the 45th 60th day following the Employee’s separation from service Termination Date, which has not been revoked by the Executive prior to, and cannot revoking be revoked by the release within the seven (7) days after executing and delivering the releaseExecutive after, such 60th day. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsFurther, for purposes of Section 409A, the Severance Payment will be paid in the second calendar year. Employee’s Executive's right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-receive installment payments pursuant to this Section 11 shall be treated as a right to receive a series of separate and distinct payments. (c) Notwithstanding any other provision of this Agreement. If Employee breaches any of his Agreement to the contrary, the parties' respective rights and obligations in under this Section 11 and under Sections 8-11 12 through 30 will survive the expiration of this Agreement, he will immediately return to the Company any portion expiration of the Severance Payment that has been paid to him pursuant to Section 7Employment Term and the termination of the Executive's employment for any reason whatsoever.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior Employee is asked to resign or is terminated as City Manager, then Employee shall be paid for any accrued, but unused, vacation and administrative leave, but not accrued sick leave. Subject to the expiration provisions of California Government Code section 53260 and 53261, Employee shall also be eligible to receive two severance benefits: first, a cash payment equivalent to the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months sum of Employee’s Base Salary as in effect on the date then-current monthly base salary multiplied by six (6) months, with an additional one month for every full year of terminationservice thereafter up to a maximum of twelve (12) months of severance; and second, provided Employee timely elects COBRA coverage, reimbursement for Employee’s monthly COBRA-eligible health benefits, at then-current coverage levels, for six (6) months, with an additional one month for every full year of service thereafter up to a maximum of twelve (12) months of reimbursed COBRA coverage, and subject to subsections Employee’s payment of the 2% administrative fee. Eligibility for severance benefits is expressly conditioned upon Employee’s execution of (ci) a waiver and release of any and all of Employee’s claims against City, its Councilmembers, officers, and employees, and (d). (bii) If during the Term a covenant not to sue any of those parties. The parties intend this Agreement there is a CC Terminationprovision to comply with California Government Code section 53260, then the Employee will be entitled which limits severance benefits to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date monthly salary multiplied by the number of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending months remaining on the date unexpired term of such CC Terminationthe Agreement. The parties also intend this term to comply with the provisions of California Government Code section 53261, which limits health benefits, which may be continued for a maximum number of months remaining on the unexpired term of the Agreement or until Employee finds other employment (whichever occurs first), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance . The cash payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum based on timing set forth in the waiver and release. All normal payroll taxes and withholdings as required by law shall be made with respect to any amounts paid under this section. Employee expressly agrees to provide notice to the City within sixty five (605) business days after of accepting employment elsewhere, and the date EmployeeCity’s employment is terminated giving rise obligation to such Severance Payment pursuant to Section 7(a) or (b); provided pay for any further health benefits shall terminate upon receiving notice that Employee executes and delivers the release contemplated by Section 7(d) and has accepted such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementalternative employment. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. In no way limiting the Company’s policy of employment at will: (a) If the Company terminates Employee’s employment with the Company is terminated by the Company without Cause in accordance or by Employee with Section 6(c) Good Reason prior to the expiration Expiration Date, and provided that all of the Initial Term, following have occurred within 60 days following the Company shall pay Employee a severance payment an amount equal to twelve months termination of Employee’s employment with the Company (such 60th day being referred to as the “Release Date”): (i) Employee first signs and delivers to the Company a Confidential Severance and Release Agreement in substantially the same form as that attached hereto as Exhibit B (the “Release Agreement”), (ii) any revocation right of the Employee under such Release Agreement shall have expired, and (iii) such Release Agreement shall have become effective, Employee shall be entitled to receive severance compensation equal to 75% of his annual Base Salary as and Target Bonus for purpose of the MIP in effect on for the date year in which the Termination Date occurs (determined regardless of terminationthe actual results of the Company for that year), payable in nine (9) monthly installments equal to one-ninth of such severance compensation, subject to subsections required withholding, payable at the end of each of the next nine (c9) and (d)full calendar months following the first full calendar month following the Release Date. (b) If during Notwithstanding anything to the Term of contrary herein contained, except to the extent required by law, the Company shall not be required to pay any amounts under this Section 5 or elsewhere in this Agreement there if Employee is a CC Termination, then the Employee will be entitled to a severance payment (in addition to breach of any of its obligations under this Agreement or any other rights and other amounts payable Agreement with the Company, including without limitation, any obligation relating to the Employee under treatment of Company plans in which Employee is a participant, but without duplication for confidential information and any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)non-compete obligation. (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date If Employee’s employment with the Company is terminated giving rise for Cause or death or Disability, or Employee resigns without Good Reason, Employee shall be entitled to such Severance Payment pursuant receive only: (i) Employee’s Base Salary earned and payable through the Termination Date; (ii) any accrued but unused vacation/time off to Section 7(athe extent required under applicable law; (iii) or reimbursement for all incurred but unreimbursed expenses to the extent Employee is entitled to be reimbursed; and (b); provided that Employee executes and delivers the release contemplated by Section 7(div) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. Howeverany other earned but unpaid compensation, if Employee is a “specified employee” applicable, as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this AgreementTermination Date. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 For purposes of this Agreement, he will immediately return to the Company any portion of following terms shall have the Severance Payment that has been paid to him pursuant to Section 7.meanings set forth below:

Severance. In the event that Employee is subject to a Change in Control Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (aA) If a lump sum cash payment in an amount equal to two (2) times the Company terminates Employee’s employment with higher of (1) the Company without Cause in accordance with Section 6(c) base salary which Employee was receiving immediately prior to the Change in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination (the “Salary Payment”); (B) a lump sum cash payment in an amount equal to two (2) times Employee’s Target Annual Bonus (the “Bonus Payment”); (C) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the twenty four (24) month period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (D) payment of any earned but unpaid annual bonus for the year immediately preceding the year of termination, to be paid at the time the Company pays bonuses with respect to such year to its executives generally (and in all events between January 1st and March 15th of the calendar year immediately following the calendar year in which such termination of employment occurs). The benefits to be provided under clauses (a)(i) and (a)(ii)(A) and (B) of this section shall be paid on the sixtieth (60th) day following Employee’s termination of employment; except that if a Change in Control occurs after the applicable Change in Control Involuntary Termination, then the Unvested Equity Value Payment, Salary Payment and Bonus Payment shall be payable in a lump sum on the date of such Change in Control. The benefits to be provided under clause (a)(ii)(C) of this section shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment, or, if earlier, the next payroll cycle following Employee’s execution of a release of claims against the Company and the expiration of any statutory waiting period (with a catch-up payment covering any payments that would have been made prior to such first payment had such payments commenced on the Initial Termdate of Employee’s termination of employment). In addition, all payments and benefits under Section 2(a)(i) and (ii) (other than the Accrued Benefits) are subject to Employee’s continued compliance with the Restrictive Covenants and release of claims against the Company as set forth in Section 1(a). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee is likely to cause the Company to become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Healthcare Reform Act”), the Company shall pay Employee a severance payment an monthly amount in cash equal to twelve months the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s Base Salary as in effect on termination of employment (the date of termination, subject to subsections (c“Accrued Benefits”) and up to three (d). 3) consecutive months of outplacement services not to exceed $5,000 per month (b) If during the Term of this Agreement there is with a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights provider and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to program selected by the sum of: Employee, provided Employee commences such services within ninety (i90) twelve months days of Employee’s Base Salary Change in effect on date of such CC Control Involuntary Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (ddate). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If Subject to Section 7.1(a) and Section 7.2(b), during the Company terminates Employee’s applicable Post-Closing Protected Period, the Buyer shall, or shall cause an Affiliate to, provide any Transferred Employee located in the United States who experiences a termination of employment by or with the Company without Cause in accordance with Section 6(c) Buyer or its applicable Affiliate under circumstances that entitle or would have entitled such Transferred Employee to severance benefits under the applicable severance plan of the applicable Seller Entity effective immediately prior to the expiration date hereof and set forth on Schedule 7.2 (each, a “Seller Severance Plan”) (such termination, a “Qualifying Termination”), with cash severance benefits no less favorable than those set forth in such applicable Seller Severance Plan that would apply in the event of a termination of employment “In Connection with a Change in Control” (as defined in the applicable Seller Severance Plan) (the “Specified Severance Benefits”), with all such cash severance benefits to be conditioned upon execution by such Transferred Employee of a valid release of claims for the benefit of the Initial TermSeller and the Buyer (or an applicable Affiliate of the Buyer), on a form reasonably acceptable to the Seller and the Buyer. The Buyer shall provide the Seller with notice of all Qualifying Terminations and provide documentation of compliance with this Section 7.2, including copies of executed releases of claims, within sixty (60) days of each such Qualifying Termination. Notwithstanding anything to the contrary in this Agreement, the Company provision of severance benefits pursuant to this Section 7.2 shall pay Employee a severance payment an amount equal exclude any entitlements or obligations to twelve months accelerate the vesting of any equity or equity-based awards of the Buyer then-held by the applicable Transferred Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If Notwithstanding anything to the contrary in Section 7.1(a), the Seller shall reimburse the Buyer and its Affiliates for the aggregate Specified Severance Benefits and the employer-portion of taxes associated therewith, payable to or for the benefit of any Transferred Employees (except for the employees set forth on Schedule 1.1(i)) who experience a Qualifying Termination during the Term first [***] of this Agreement there is the applicable Post-Closing Protected Period (the “Seller-Covered Qualifying Termination Period” and a CC Qualifying Termination during the Seller-Covered Qualifying Termination Period, a “Seller-Covered Qualifying Termination”). In connection with the foregoing, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC within thirty (30) days following the Seller-Covered Qualifying Termination (or, if greaterPeriod, the highest Base Salary in effect during Buyer shall provide to the three year period ending on Seller an invoice setting out the date aggregate Specified Severance Benefits and the employer-portion of such CC Terminationtaxes associated therewith, payable as a result of all Seller-Covered Qualifying Terminations (the “Seller Reimbursement Amount”), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum Seller shall reimburse Buyer for the Seller Reimbursement Amount within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 days following receipt of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7such invoice.

Severance. (a) If the Company terminates Employee’s employment with the Company should be terminated by the Company for Cause, or by the Employee without Good Reason (in which case the Employee will provide not less than ninety (90) days written notice to the Board), and if there has not been a “Change in Control” within the prior twelve (12) months, no further compensation will be payable to Employee other than Employee’s base salary, any bonus earned but unpaid for the immediately preceding annual performance period and other compensation accrued and payable through the date of such termination. If employment with the Company should be terminated (i) within twelve (12) months of a “Change in Control” of the Company or (ii) without Cause or for Good Reason, the Company agrees that Employee will be paid severance compensation, in equal amounts over a period of eighteen (18) months in accordance with Section 6(cthe Company’s normal payroll practices, an amount equal to eighteen (18) prior months of Employee’s then current monthly base salary plus a pro-rated amount of any bonus that would have been earned under the Company’s short-term incentive plan (based on Employee’s last day of employment and all applicable performance) provided all applicable performance conditions are met. In addition, if Employee elects to continue Employee’s health insurance pursuant to the expiration of the Initial TermConsolidated Omnibus Budget Reconciliation Act (COBRA), the Company shall pay Employee a (or reimburse to Employee) the “employer share” of the COBRA premiums at the same level as was contributed by the Company during Employee’s employment. Employee’s receipt of any such severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, or COBRA premium is subject to subsections execution by Employee and C▇▇▇▇▇▇▇ of an agreement achieving mutually acceptable terms on matters such as: (ca) and (d).return of all C▇▇▇▇▇▇▇ property, documents, or instruments; (b) If during the Term no admission of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending liability on the date part of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d).C▇▇▇▇▇▇▇; (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes general release of any and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.all claims; (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims non-disclosure as described in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any ; (e) non-solicitation of his obligations employees and customers as described in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7; (f) non-competition as described in this Agreement; (g) cooperation as described in this Agreement; and (h) mutual (bi-lateral) non-disparagement.

Severance. Except as otherwise provided in Section 8, if the Executive’s employment hereunder is terminated during the Employment Term, following the Executive’s initial twelve (a12) If months of employment, by the Company terminates Employee’s employment with or is terminated due to expiration of the Employment Term following notice by the Company without Cause not to extend the Employment Term in accordance with Section 6(c3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, the Executive shall be entitled to receive as severance (subject to Section 9): (i) an amount equal to the Executive’s base salary as in effect immediately prior to the expiration date of the Initial TermExecutive’s termination of employment for twelve (12) months, payable, commencing no later than sixty (60) days following such termination, in equal installments in accordance with the Company’s payroll procedures during the twelve (12) months following the date of the Executive’s termination (such twelve-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company; and (iii) a pro rata portion (based on the number of days the Executive was employed by the Company during the calendar year of termination) of any incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of the Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15 of the calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which the Executive is eligible, (I) if the Company cannot continue such benefits, the Company shall pay Employee the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a severance payment an amount equal successor employer (and the Executive’s eligibility for any such benefits shall be reported by the Executive to twelve months the Company); and (III) the Executive’s period of Employee’s Base Salary “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as in effect amended (the “Code”), shall be deemed to commence on the date of termination, subject to subsections (c) and (d)the Executive’s termination of employment. (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If A. The Company shall, in its sole discretion, consider placing a bargaining unit employee affected by a reduction in force in an available job at the Company terminates Employee’s employment that is compatible with the employee’s demonstrated skills, knowledge, and abilities. In its sole discretion, any employee who the Company without Cause chooses to offer reassignment in accordance with Section 6(c) prior lieu of separation, layoff or reduction, will receive the level and type of training that the Company deems necessary for the employee to succeed in the new position. The Company shall provide such retraining at no cost to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d)employee. B. Any bargaining unit employee who is laid off (b“Laid Off Unit Employee”) If during the Term of this Agreement there is a CC Terminationfor economic or other reasons (except for discharges covered under sections (A), then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participantB), but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC TerminationC), and (iiD) the Employee’s Average Annual Bonusof Article 17 (Discipline and Discharge) shall, subject to subsections (c) and (d)execution of a standard Company separation agreement, receive gross severance per the chart below. C. Any bargaining unit employee who is discharged under section (cD) Any severance payment payable to Employee pursuant to this Section 7 of Article 17 (a “Severance Payment”Discipline and Discharge) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsshall, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to execution of a standard Company separation agreement, receive gross severance per the chart below. Full Years of Service Laid Off (Section 409A B) Discipline / Discharge (Section C) 0-1 years 12 weeks 8 weeks 4 15 11 6 19 15 7 21 17 8 23 19 9 25 21 10+ 26 21 D. All consecutive time worked without a break in employment of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months or longer, including for a brand prior to acquisition by Vox Media (e.g. Punch, Seeker, Eater, Curbed, Racked, Recode), shall be considered in the Severance Payment is otherwise payable severance calculation. E. All severance payments shall be paid as a lump payment. F. Any bargaining unit employee who receives severance pursuant to paragraphs (B) and (C), and who was receiving medical, dental and vision benefits through the Company shall receive, by separate lump sum payment, the monetary equivalent of the Employer’s share of the monthly COBRA premium, plus the full administrative surcharge, for the portion of the severance period for which they are no longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly COBRA amount to the carrier, the lump sum COBRA payment shall be adjusted for taxes so that the terminated employee’s monthly out of pocket financial share of health insurance premium is the same as their out of pocket financial share of premiums during employment. G. Terminated bargaining unit employees may link to or embed published Work Product. H. For a period of six (6) months from the date of a bargaining unit employee’s lay off, the Laid Off Unit Employee shall have the right of first refusal in the event that their position, or a substantively identical position, is established by the same vertical or department within which the Laid Off Unit Employee previously worked. A Laid Off Unit Employee shall have five (5) business days from the date of written offer from the Company, to accept such reestablished position. I. The Company shall offer Laid Off Unit Employees the option to purchase a laptop computer that is two (2) years or older, was previously supplied to a Laid Off Unit Employee, and has been erased of all information. The cost of such computers shall be discounted to take account of depreciation. In order to be eligible to purchase a laptop computer, a Laid Off Unit Employee must have returned all company property to the Company. J. Upon the request of a bargaining unit employee, the Company, in its sole discretion, may convert a portion of severance weeks due under this Agreement to paid non- working notice. The employee request shall not be unreasonably denied. Such conversion of severance into paid non-working notice shall not result in any increase of severance payments, COBRA costs or any other payments due under this Agreement. This provision shall not be subject to the grievance and arbitration provisions of this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. Upon the layoff of an employee covered by this Agreement, the employee shall be entitled to the following: (a) If the Company terminates Employee’s employment with the Company without Cause Pay in accordance with Section 6(c) lieu of prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d).notice not given by Anixter Center, (b) If during Accrued annual leave, if any. In the Term event of this Agreement there is a CC Terminationan employee’s dismissal, then the Employee will he/she shall be entitled to a severance payment (only accrued annual leave, unless an employee has not passed his/her probationary period in addition which event the employee would not be entitled to any other rights and other amounts payable annual leave. In the event of a layoff or position elimination, Anixter Center will offer, when possible, comparable job openings to the Employee under Company plans affected employee(s) as outlined in which Employee Article 10, Sections 2, 3 and 4. Comparable is defined as identical pay and reasonably similar qualifications as the position the employee formerly held. In the event the employee rejects an offer of a participantcomparable job, the employee forfeits all rights to severance pay. In the event Anixter Center has no comparable positions available, severance pay in the event of a layoff shall be as follows: 1 year but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable less than 2 years in seniority 5 days 2 years but less than 3 years in seniority 12 days 3 years but less than 5 years in seniority 20 days 5 years in seniority and over 25 days Severance pay will be paid out in the same manner as normal pay, over a period of time, not in a lump sum in cash in an amount equal sum. Severance pay will cease to the sum ofbe paid when: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (iia) the Employee’s Average Annual Bonusapplicable limit shown above is reached, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers ) when a comparable opening is offered to the release contemplated by Section 7(d) and such release becomes effective and irrevocableemployee, whichever occurs first. If such sixty (60) day An employee’s receipt of severance pay will not jeopardize his/her right to recall, however, an employee shall not exceed her/his allotment of severance pay as outlined above, in any 12 month period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A regardless of the Code and number of times the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will employee may be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementlaid off. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. In the event the Company terminates your employment without Cause (as defined below) or you resign your employment for Good Reason (as defined below), in each case, provided you (i) enter into, do not revoke and comply with the terms of a separation agreement and release in the form provided by the Company which shall include, without limitation, a general release of claims against the Company and related persons and entities, nondisparagement obligations, a seven-business day revocation period and a waiver of any right to garden leave pay or any other noncompetition consideration (the “Release”) within the time period provided in the Release but in no event later than sixty (60) days after the Date of Termination and (ii) comply with the Restrictive Covenant Obligations in all respects, then in addition to the Accrued Obligations, the Company will provide you with (a) If continuation of your Base Salary as of the Company terminates Employee’s Date of Termination for the Severance Period (the “Severance Payments”); provided in the event you breach any of the Restrictive Covenant Obligations, all payments of the Severance Payments shall immediately cease. For purposes of this Agreement, the “Severance Period” shall be (x) if your employment with is terminated by the Company without Cause in accordance with Section 6(c) prior to the expiration first (1st) anniversary of the Initial TermStart Date, the Company shall pay Employee a severance payment an amount equal to twelve period from the Date of Termination until three (3) months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) thereafter and (d). (by) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greaterotherwise, the highest Base Salary in effect during period from the three year period ending on the date Date of such CC Termination), and Termination until six (ii6) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “months thereafter. The Severance Payment”) will be made in a lump sum Payments shall commence within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes Date of Termination and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will shall be made on the Company’s first regular payroll payment date dates; provided, however, that is more than six if the sixty (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges 60)-day period begins in one calendar year and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims ends in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two a second calendar yearsyear, the Severance Payment will Salary Continuation Payments shall begin to be paid in the second calendar year. Employee’s right In the event you miss a regular payroll period between the Date of Termination and first Salary Continuation Payment date, the first Salary Continuation Payment shall include a “catch up” payment. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), each Salary Continuation Payment is considered a separate payment. Notwithstanding the foregoing, in the event you are entitled to any payments pursuant to the Restrictive Covenant Agreement (as defined below) (including without limitation Noncompetition Consideration as defined therein), the Severance Benefits to be paid to you in any calendar year will be reduced by the amount that you are paid in the same such calendar year pursuant to the Restrictive Covenant Agreement. For the avoidance of doubt, in the event your employment is terminated by the Company for Cause, by you for any reason, or due to your death or disability (the latter as determined by the Company in good faith), you will be entitled to the Accrued Obligations but not to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 Payments. For purposes of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.:

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) If, prior to the expiration of this Agreement, the Initial TermCompany breaches this Agreement by terminating the Executive's employment for any reason other than Cause (a "Breach"), or during the two year period next following a "Change in Control" (as herein defined) the Executive's employment with the Company is terminated for reasons other than death, disability or Cause ("Termination Upon Change in Control"), in lieu of additional salary payments to the Executive for periods subsequent to the date of such termination, the Company shall pay Employee a lump sum severance payment (together with the payments provided in paragraph (c) below, the "Severance Payments") to the Executive at the time of termination. Such payment shall be an amount equal to twelve months the number of Employee’s years, including fractional years, remaining until this Agreement would expire but for such termination (in any event however, the period shall be not less than two years nor more than the number of years, including the fractional years, from the date of such termination until the Executive's attainment of age 65) multiplied by the sum of (A) the Executive's Base Salary rate as in effect on as of the date of termination, subject to subsections (c) termination and (d)B) the average of the bonus amounts awarded or due to the Executive pursuant to Section 3.2 of this Agreement. Payment of Severance Payments provided under this Section 7 in the event of a termination which constitutes a Breach by the Company will not prohibit Executive from seeking enforcement of the remaining provisions of this Agreement or other remedies for breach of this Agreement. (b) If during In determining the Term amount of this Agreement there is a CC Termination, then payments due under any incentive plan or other bonus plan in effect for the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans year in which Employee the Executive is terminated as a participantresult of a Breach or Termination Upon Change in Control, but without duplication the Company shall pay the Executive at the time of termination a pro-rata portion of all contingent awards granted under such plans for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an all uncompleted periods, assuming for this purpose that the amount equal to of each award that would have been paid upon the sum of: (i) twelve months of Employee’s Base Salary in effect on date completion of such CC Termination (orperiod would at least equal the pro rata amount of the greater of the target or maximum bonus, if greaterany, the highest Base Salary provided for in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)plan. (c) Any severance payment payable The Company shall pay the Executive all reasonable legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to Employee pursuant obtain or enforce any right or benefit provided by this Agreement), unless the decision-maker in any proceeding, contest or dispute arising hereunder makes a formal finding that the Executive did not have a reasonable basis for instituting such proceeding, contest or dispute, in which event the Executive shall pay to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes Company its reasonable legal fees and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made expenses incurred in the second calendar year. Howeverdefense of such proceeding, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementcontest or dispute. (d) Employee acknowledges For the length of the period for which severance benefits are provided after any termination pursuant to this Section 7, the Company shall arrange to provide the Executive with life, disability, accident and agrees group health insurance benefits substantially similar to those which the Severance Payment Executive was receiving immediately prior to the notice of termination. Benefits otherwise receivable by the Executive pursuant to this paragraph (d) shall be reduced to the extent comparable benefits are actually received by the Executive during the period following the Executive's termination, and any such benefits actually received by the Executive shall be reported to the Company. (e) Nothing contained in this Section 7 shall prevent the Executive from receiving any and all benefits payable under any severance benefit plan or program maintained by the Company to which the Employee Executive is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7entitled.

Severance. (a) If During the Company terminates EmployeeTerm, if within 18 months after a Change in Control, the Executive’s employment with is terminated by the Company Employers without Cause as provided in accordance with Section 6(c3(d) prior to or the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary Executive terminates his employment for Good Reason as provided in effect on the date of termination, subject to subsections (c) and (dSection 3(e). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to a severance payment (in addition to any other rights and other amounts payable executives under Section 2(b). Subject to the Employee under Company plans in which Employee is a participantsatisfaction of the Release Condition, but without duplication for any amounts due to Employee pursuant to Section 7(a)all within 60 days from the Date of Termination, (i) payable in the Employers shall pay the Executive a lump sum in cash in an amount equal to 2.25 times the sum of: of (iA) twelve months of Employeethe Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on date the Date of such CC Termination (oror the Executive’s Incentive Compensation determined immediately prior to the Change in Control, if greaterhigher); and (ii) if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the highest Base Salary Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (A) 18 times the amount of monthly employer contribution that the Employers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in effect during the three year period ending month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the date Executive’s behalf for 18 months from the Date of such CC Termination), Termination if the Executive had remained employed by the Employers; and (iii) the amounts payable under Subsections (i) and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will shall be made paid in a lump sum within sixty (60) 60 days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b)Date of Termination; provided provided, however, that Employee executes and delivers if the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) -day period spans two begins in one calendar years, the Severance Payment will be made year and ends in the a second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will amounts shall be paid in the second calendar year. Employee’s right to year by the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8last day of such 60-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7day period.

Severance. (a) If 6.1 In the event of a termination of the Executive’s employment by the Company terminates Employee’s employment with for Cause, by the Company Executive without Cause in accordance with Section 6(c) prior Good Reason, due to the expiration of the Initial Term or as a result of the Executive’s death, the Executive shall be entitled to (i) his Base Salary earned but unpaid through and including the date of the termination of his employment, (ii) any unpaid bonus that is earned and accrued for any completed Fiscal Year, and (iii) any benefits or payments to which the Executive is entitled under any Company plan, program, agreement, or policy (collectively, “Accrued Amounts”). 6.2 In the event the Executive’s employment is terminated as a result of a Change in Control (as defined below) as determined by the Board in its sole discretion, by the Company without Cause (which does not include termination due to expiration of the Term) or by the Executive for Good Reason during the Term, the Executive shall be entitled to the Accrued Amounts and, subject to the Executive’s signing, returning to the Company and not revoking a release of claims for the benefit of the Company, in the form provided by the Company (the “Release”), the Executive shall be entitled to receive, and the Company shall be obligated to provide, the following severance benefits; provided, that, if the Executive should fail to execute such Release within 45 days following the later of (i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within five (5) calendar days following the Executive’s termination date), the Company shall pay Employee a not have any obligations to provide the severance payment payments contemplated under this Section 6.2: (a) Payment to the Executive of an amount equal to twelve months the lesser of Employee’s (i) 2.99 times the Base Salary in the year of such termination or (ii) the amount of Base Salary owed to the Executive for the remainder of the Term, in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date; (b) Payment to the Executive of an amount equal to one hundred percent (100%) of the Bonus opportunity actually earned for the year prior to the year of termination, if any; this amount shall be paid in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date; (c) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Executive on the day immediately preceding the day of termination of employment; provided, however that (i) the Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Code; and (ii) the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide the Executive with such health coverage until the earlier of (A) the date the Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (B) twelve (12) months from the termination date; and (d) The vesting of the Option will accelerate on the date of terminationtermination as to that number of shares that would have become vested if the Executive had remained employed by the Company until the date twelve (12) months following the termination date. For avoidance of doubt, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will Executive shall not be entitled to a any severance payment (in addition benefits pursuant to any other rights and other amounts payable this Section 6.2 if his employment is terminated by the Company for Cause, by the Executive without Good Reason or due to the Employee under Executive’s death or the expiration of the Term; provided that, in the event that the Executive’s employment is terminated by the Company plans for Cause or is terminated by the Executive without Good Reason (a “Discretionary Severance Event”), the Board (without the Executive’s participation), in which Employee is a participantits sole and absolute discretion, but without duplication for any amounts due may choose to Employee pursuant to Section 7(a)) payable in a lump sum in cash in pay the Executive an amount equal to the sum of: (i) twelve months of Employee’s Base Salary the payments referred to in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c6.2(a) and (d). b) above, payable in twenty-four (c24) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum monthly payments, beginning within sixty (60) days after following the date Employee’s employment is terminated giving rise termination date. Notwithstanding anything in this Section 6.2 to such Severance Payment pursuant the contrary, in the event the 60 day post-termination period, during which the payments referred to Section 7(ain subsections 6.2(a) or and (b); provided that Employee executes ) above are required to be made, begins in one taxable year of the Executive and delivers ends in a second taxable year of the release contemplated by Section 7(dExecutive, the payments referred to in subsections 6.2(a) and such release becomes effective and irrevocable. If such sixty (60b) day period spans two calendar years, the Severance Payment will above shall be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code taxable year (and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementwithin such 60 day period). (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates EmployeeOfficer’s employment with the Company without Cause Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in accordance with effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 6(c) 5.4 in installments on the same schedule as he was paid immediately prior to the expiration date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Initial TermOfficer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the Company remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall pay Employee thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a severance payment an amount equal to twelve months continuation of Employee’s Base Salary as medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination, subject termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable provide such benefits due to the Employee under Company plans applicable nondiscrimination requirements set forth in which Employee is Section 1001 of the Patient Protection and Affordable Care Act, as amended, a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an dollar amount equal to the sum of: after-tax cost (iestimated in good faith by the Bank) twelve months of Employee’s Base Salary in effect on date of obtaining such CC Termination benefits, or substantially similar benefits, shall be paid to the Officer within thirty (or, if greater, the highest Base Salary in effect during the three year period ending on 30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s payments if employment is terminated giving rise to such Severance Payment pursuant to in accordance with the provisions of Section 7(a5.2(a) or (b); provided Section 5.3. Notwithstanding anything to the contrary herein, in the event that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, Officer accepts employment during the Severance Payment will be made pay period, as outlined above, with an entity such that the employment by that entity is not in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under violation of Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 6 of this Agreement, he will immediately return to the Company any portion Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance Payment that has been paid to him pursuant to Section 7pay period with no right of setoff.

Severance. In the event that, prior to the end of the Specified Period, (a) If the Company terminates Employee’s employment with the Company without Cause Succession Plan does not occur in accordance with Section 6(cthe Merger Agreement, and you resign in accordance with the notice and timing procedures for Constructive Termination in the Severance Plan or (b) prior you experience a termination of your employment without Cause (as defined in the Severance Plan) or as a result of a Constructive Termination (as defined in the Severance Plan, but subject to the expiration section entitled “Waiver of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months Constructive Termination” below) (each such termination of Employee’s Base Salary as employment in effect on the date of termination, subject to subsections clauses (ca) and (db). (b) If during the Term of this Agreement there is , a CC “Qualifying Termination”), then the Employee you will be entitled to receive (i) any annual bonus or long-term incentive award earned or accrued for a severance payment prior performance period that has not yet been paid, (in addition to any other rights and other amounts payable to ii) the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)greater of (A) payable in a lump sum in cash in an amount equal to the sum of: of (ix) twelve months your then applicable base salary through the remainder of Employeethe Specified Period; and (y) annual bonuses (based on your target bonus for the year in which the Qualifying Termination occurs) that would have been earned or accrued during the remainder of the Specified Period and (B) an amount equal to two times the sum of your then applicable annual base salary and target annual bonus for the year in which the Qualifying Termination occurs, (iii) the employer portion of the COBRA continuation premium to cover you and your dependents enrolled under the Corporation’s Base Salary health, vision and dental plans in effect on as of the termination date for 12 months and (iv) reimbursement of such CC Termination (or, if greater, the highest Base Salary in effect up to $25,000 of reasonable and well-documented expenses directly relating to outplacement counselling services obtained by you during the three year 18-month period ending on the date of such CC Termination), and following your termination date. The amounts in clauses (ii) and (iii) will be payable ratably over six months, in accordance with the EmployeeCorporation’s Average Annual Bonusnormal payroll practices, commencing with the payroll period immediately following the date on which the Release Requirements of Section 9(a) of the Severance Plan are satisfied. The reimbursements in clause (iv) shall be made as soon as practicable after submission of appropriate expense reports with the Corporation, but in no event later than the end of the taxable year following the year in which such expense was incurred. In the event you experience a termination of employment due to your death or Disability (as defined in the Severance Plan), you will be entitled to receive a lump sum cash payment on the 60th day following your termination date, subject to subsections compliance with the Release Requirements in Section 3.4(c) of the Employment Agreement, equal to the sum of (c1) the Accrued Obligations (as defined in the Employment Agreement) and (d). (c2) Any 12 times the employer portion of the monthly COBRA continuation premium to cover you and your dependents enrolled under the Corporation’s health, vision and dental plans in effect as of the termination date. You hereby acknowledge and agree that no severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) benefits or payments will be made due to you under Section 3 of the Employment Agreement or Section 4 of the Severance Plan in the event of any termination of your employment following the Closing Date. Amounts under this letter agreement that are conditioned on the satisfaction of the Release Requirements will be paid or will commence, if at all, in accordance with the terms of this letter agreement but in no event later than 75 days following your termination date and only if such Release Requirements have been satisfied prior to such date. In the event that the period for satisfying the Release Requirements of the Severance Plan or under the Employment Agreement begins in one calendar year and ends in a lump sum within sixty (60) days after second calendar year, any payment that is conditioned on the date Employee’s employment is terminated giving rise to satisfaction of such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made requirement shall commence in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. 6.01 The Company, its successors or assigns, will pay Executive as severance pay a lump sum (the “Severance Payment”) amount equal to 12 months of Executive’s monthly Base Salary at the time of Executive’s termination if (a) If the Company terminates Employee’s employment with of Executive is terminated by the Company without Cause at any time, or (b) Executive terminates his employment for “Good Reason” at any time. For the purposes of this Section 6.01 such termination may occur at any time during the Term, whether before, on, or after the Termination Date and “Good Reason” shall be as defined in Section 6.03. Nothing in this Section 6.01 shall limit the authority of the Board to terminate Executive’s employment for Cause in accordance with Section 6(c) prior to the expiration 5.03. Payment of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) 6.01, less customary withholdings, shall be made in one lump sum on the 30th day following Executive’s termination or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocableresignation. If such sixty (60) day period spans two calendar yearsIn addition, the Severance Payment will shall be made in reduced by the second calendar year. Howeveramount of cash severance-type benefits to which Executive may be entitled pursuant to any other cash severance plan, if Employee is a “specified employee” as defined in regulations under Section 409A agreement, policy or program of the Code and Company or any of its subsidiaries; including any payment for post-employment restrictions, provided, however, that if the amount of cash severance benefits payable under such other severance plan, agreement, policy or program is greater than the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement, Executive will be entitled to receive the amounts payable under such other plan, agreement, policy or program which exceeds the Severance Payment. Without limiting other payments which would not constitute “cash severance-type benefits” hereunder, any cash settlement of stock options, accelerated vesting of stock options and retirement, pension and other similar benefits shall not constitute “cash severance-type benefits” for purposes of this Section 6.01. (d) Employee acknowledges and agrees 6.02 If the Company is obligated to pay the Severance Payment provided in Section 6.01, and if Executive timely elects to which continue his group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the Employee is entitled under this Section 7 is conditioned upon and subject to terms of the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsrespective benefit plans, the Severance Payment Company will be paid in pay on Executive’s behalf the second calendar year. Employeepremiums for such coverage for the lesser of 12 months or such time as Executive’s right to COBRA/continuation rights expire, and cause the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 immediate vesting of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7unvested stock options then held by Executive.

Severance. (a) If the Company terminates EmployeeExecutive’s employment with is terminated, at the Company without Company’s election at any time, for reasons other than death, Disability, Cause in accordance with Section 6(c) prior or Voluntary Resignation, or by Executive for Good Reason, Executive shall be entitled to the expiration of the Initial Term, the Company shall pay Employee a receive severance payment an amount payments equal to twelve (12) months of EmployeeExecutive’s Base Salary as in effect on and of the date premiums associated with continuation of terminationExecutive’s benefits pursuant to COBRA to the extent that he is eligible for them following the termination of his employment; provided that if anytime within eighteen (18) months after a Change of Control either (i) Executive is terminated, subject to subsections at the Company’s election at any time, for reasons other than death, Disability, Cause or Voluntary Resignation, or (cii) and (d). (b) If during the Term of Executive terminates this Agreement there is a CC Termination, then the Employee will for “Good Reason,” Executive shall be entitled to a receive severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount payments equal to the sum ofto: (i) twelve months two (2) years of EmployeeExecutive’s Base Salary in effect on date of such CC Termination Salary, (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)ii) Executive’s most recent Annual Bonus payment, and (iiiii) the Employeepremiums associated with continuation of Executive’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee benefits pursuant to this Section 7 COBRA to the extent that he is eligible for them following the termination of his employment for a period of one (a “Severance Payment”1) will year after termination. All severance payments shall be made in a lump sum within sixty (60) ten business days after of Executive’s execution and delivery of a general release of the date Employee’s employment is terminated giving rise Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns in a form acceptable to such Severance Payment pursuant to Section 7(a) or the Company. (b); provided ) Notwithstanding the foregoing, Executive agrees that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is event that all or a “specified employee” as defined portion of any payment described in regulations under Subparagraph (b) of this Section 7 constitutes nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Severance Payment constitutes “Executive is at such time a specified employee, such payment or payments that constitute nonqualified deferred compensation” that is subject to Section 409A compensation within the meaning of the Code, the Severance Payment will Code shall not be made on prior to the Company’s first payroll payment date that which is more than six (6) months after the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation date Executive separates from service and not revoking the release (within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion meaning of the Severance Payment that has been paid to him pursuant to Section 7Code).

Severance. (a) If During the Company terminates EmployeeTerm, if within 18 months after a Change in Control, the Executive’s employment with is terminated by the Company Employers without Cause as provided in accordance with Section 6(c3(d) prior to or the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary Executive terminates his employment for Good Reason as provided in effect on the date of termination, subject to subsections (c) and (dSection 3(e). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to a severance payment (in addition to any other rights and other amounts payable executives under Section 2(b). Subject to the Employee under Company plans in which Employee is a participantsatisfaction of the Release Condition, but without duplication for any amounts due to Employee pursuant to Section 7(a)all within 60 days from the Date of Termination, (i) payable in the Employers shall pay the Executive a lump sum in cash in an amount equal to 1.75 times the sum of: of (iA) twelve months of Employeethe Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on date the Date of such CC Termination (oror the Executive’s Incentive Compensation determined immediately prior to the Change in Control, if greaterhigher); and (ii) if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the highest Base Salary Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (A) 18 times the amount of monthly employer contribution that the Employers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in effect during the three year period ending month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the date Executive’s behalf for 18 months from the Date of such CC Termination), Termination if the Executive had remained employed by the Employers; and (iii) the amounts payable under Subsections (i) and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will shall be made paid in a lump sum within sixty (60) 60 days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b)Date of Termination; provided provided, however, that Employee executes and delivers if the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) -day period spans two begins in one calendar years, the Severance Payment will be made year and ends in the a second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will amounts shall be paid in the second calendar year. Employee’s right to year by the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8last day of such 60-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7day period.

Severance. A. Any bargaining unit employee who is laid off (a“Laid Off Unit Employee”) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Termfor economic or other reasons (except for discharges covered under sections (A), the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination(B), subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC TerminationC), and (iiD) the Employee’s Average Annual Bonusof Article 15 (Discipline and Discharge)) shall, subject to subsections execution of a standard Company separation agreement, receive gross severance equal to eleven (c11) weeks’ salary, plus, for unit employees with at least three (3) full years of service, an additional one (1) week’s salary per full year of service, starting with the third full year of service, and a maximum severance payment of eighteen (18) weeks’ severance. B. Any bargaining unit employee who is discharged under section (D) of Article 15 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance equal to seven (7) weeks’ salary, plus, for unit employees with at least four (4) full years of service, an additional one (1) week’s salary per full year of service, starting with the fourth full year of service, and a maximum severance payment of fourteen (14) weeks’ severance. C. All severance payments shall be paid as a lump payment. D. Any bargaining unit employee who receives severance pursuant to paragraphs (A) and (dB), and who was receiving medical, dental and vision benefits through the Company shall receive, by separate lump sum payment, the monetary equivalent of the Employer’s share of the monthly COBRA premium, plus the full administrative surcharge, for the portion of the severance period for which they are no longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly COBRA amount to the carrier, the lump sum COBRA payment shall be adjusted for taxes so that the terminated employee’s monthly out of pocket financial share of health insurance premium is the same as their out of pocket financial share of premiums during employment. (c) Any severance payment payable E. Terminated bargaining unit employees may link to Employee pursuant to this Section 7 (or embed published Work Product. F. For a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months from the Severance Payment date of a bargaining unit employee’s lay off, the Laid Off Unit Employee shall have the right of first refusal in the event that their position, or a substantively identical position, is otherwise payable pursuant established by the same vertical or department within which the Laid Off Unit Employee previously worked. A Laid Off Unit Employee shall have five (5) business days from the date of written offer from the Company, to this Agreementaccept such reestablished position. G. The Company shall offer Laid Off Unit Employees the option to purchase a laptop computer that is two (d2) years or older, was previously supplied to a Laid Off Unit Employee, and has been erased of all information. The cost of such computers shall be discounted to take account of depreciation. In order to be eligible to purchase a laptop computer, a Laid Off Unit Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject must have returned all company property to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7Company.

Severance. (a) If In lieu of any severance pay or severance benefits otherwise payable to the Employee under any plan, policy, program or arrangement of the Company terminates or its subsidiaries, the following shall apply: a. Subject to Section 3(d), if there is a Termination (as herein defined) (but excluding by the Employee for Good Reason) other than during the Change of Control Period (as herein defined), the Employee shall be entitled to receive (i) a lump-sum severance payment equal to nine-months of his then-current annual base salary, and (ii) his Annual Bonus with respect to any completed year for which the Employee has not yet been paid, based on actual performance, paid at the time that executives are generally paid their annual bonuses for the applicable bonus year but in any event no later than March 15 of the calendar year following the last day of such completed year. b. Subject to Section 3(d), if there is a Termination of the Employee’s employment with the Company without Cause during the Change of Control Period, the Employee shall be entitled to receive (i) a lump-sum severance payment equal to (A) one hundred percent (100%) of his then current annual salary plus (B) the amount of his then-current bonus target (or, if higher, the amount of any Annual Bonus paid in respect of the calendar year prior to the calendar year of termination of employment), (ii) his Annual Bonus with respect to any completed year for which the Employee has not yet been paid, based on actual performance, paid at the time that executives are generally paid their annual bonuses for the applicable bonus year but in any event no later than March 15 of the calendar year following the last day of such completed year and (iii) accelerated vesting, effective upon such Termination, with respect to 100% of his outstanding equity-based awards (if any): provided, that vesting of any performance-based awards shall be governed by and determined in accordance with the applicable governing documents. c. Subject to Section 6(c3(d), following a Termination, the Employee shall be reimbursed for the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in excess of the cost of such benefits that active employees of the Company are required to pay, for a period of twelve (12) prior months (or until the Employee obtains individual or family coverage through alternative coverage, if earlier) (the “COBRA Period”), provided that the Employee elects COBRA coverage and subject to the expiration of conditions that: (i) the Initial Term, Employee is responsible for promptly notifying the Company shall pay if the Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of terminationobtains alternative insurance coverage, subject to subsections (cii) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance responsible for the entire COBRA premium amount after the end of the COBRA Period; (iii) if the Employee declines COBRA coverage, then the Company shall not make any alternative payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participantlieu of paying for COBRA premiums, but without duplication for any amounts due to Employee pursuant to Section 7(a)and (iv) payable in a lump sum in cash in such COBRA reimbursement payments shall be paid on an amount equal after tax basis as additional taxable compensation to the sum of: (i) twelve months Employee. d. The severance pay and severance benefits described in the foregoing provisions of this Section 3 are expressly conditioned upon the Employee’s Base Salary execution and delivery of the Company’s customary general waiver and release of claims in effect on favor of the Company and its affiliates, that has become effective and irrevocable in accordance with its terms within 60 days following the date of termination of employment. All payments (including any payments that would have been made between the date of termination of employment and the effective date of such CC Termination (or, if greater, release but excluding any payments in respect of equity awards) shall be made as soon as practicable but in any event within 10 days following the highest Base Salary in effect during the three year period ending on the effective date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b)release; provided that Employee executes and delivers the release contemplated by Section 7(d) and if such release becomes effective and irrevocable. If such sixty (60) -day period spans two calendar years, in no event will any payments or benefits that constitute “deferred compensation” within the Severance Payment will meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), be made in paid prior to the first day of such second calendar year. However, if Employee is a “specified employee” as defined Any payments in regulations under Section 409A respect of the Code and the Severance Payment constitutes “nonqualified deferred compensation” settlement of equity awards (including equity awards that is subject to vested in accordance with this Section 409A of the Code, the Severance Payment will 3) shall be made on in accordance with the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementagreements governing such grants. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to e. Upon termination of the Employee’s executing employment for any reason, this Agreement shall terminate and delivering the general release Company shall not have any obligation to provide any compensation or benefits to the Employee except as specifically contemplated herein. Upon termination of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsemployment for any reason, whether voluntarily or involuntarily, the Severance Payment will Employee shall be paid in deemed to have resigned from all positions, directorships, and memberships held with the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches Company or any of his obligations in Sections 8-11 its affiliates, whether as an employee, officer, director, trustee, consultant, or otherwise, and such resignations shall be effective upon such termination of this Agreement, he will immediately return employment without any other action required by the Employee. The Employee hereby agrees to execute all documentation reasonably requested by the Company any portion to effectuate the foregoing, or otherwise authorizes the officers of the Severance Payment that has been paid Company to him pursuant to Section 7execute all such documentation on his/her behalf.

Severance. In lieu of any severance pay or severance benefits otherwise payable to the Employee under any plan, policy, program or arrangement of the Company or its subsidiaries, the following shall apply: (a) If there is a Termination (as herein defined) of the Company terminates Employee’s employment with the Company without Cause at any time within twelve (12) months after the occurrence of a Change of Control (as herein defined), such Employee shall be entitled to receive a lump-sum severance payment equal to (i) fifty percent (50%) of such employee’s then current salary plus (ii) fifty percent (50%) of the amount of such employee’s most recently paid regular bonus (excluding special bonuses) attributable to a full calendar year’s service to the Company (or, if higher, the amount of the bonus attributable to a calendar year’s service which was paid to the Employee immediately prior to the Change of Control). All outstanding Stock Options granted to the Employee which are not vested and exercisable as of the date of Termination shall become vested and exercisable as of such date and shall remain exercisable for the periods prescribed in the Stock Option Plan. The Employee, such Employee’s spouse and eligible dependents will continue to be provided with medical and dental benefits for the twelve (12)-month period following such Employee’s Termination on the same basis as provided to active employees of the Company. Following such twelve (12)-month period, the Employee, such Employee’s spouse and eligible dependents will begin eligibility for continuation of medical and dental coverage in accordance with Section 6(c) prior to the expiration 4980B of the Initial TermInternal Revenue Code of 1986, as amended (the “Code”). The Employee shall have no duty to mitigate damages by seeking other employment. The Company shall pay have no right to offset hereunder with respect to any compensation or benefits received by the Employee a severance payment an amount equal from or in connection with any employment subsequent to twelve months of such Employee’s Base Salary as in effect on Termination of employment with the date of termination, subject to subsections (c) and (d)Company. (b) If the Employee voluntarily terminates employment with the Company for any reason other than “Good Reason” (as herein defined) during the Term twelve (12)-month period following a Change of this Agreement there is a CC TerminationControl as described in Section 2(a) below, then the Employee will not be entitled to a any severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A acceleration of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A vesting of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementany unvested Stock Options. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. Upon termination of employment pursuant to Sections 8.2 or 8.4 (a) If the Company terminates Employee’s employment with the Company without Cause but in accordance with Section 6(c) prior any event not upon termination of this Agreement pursuant to the Sections 8.1, 8.3, 8.5 or upon expiration of this Agreement or otherwise), and so long as the Initial TermExecutive executes a release in the Company’s customary form and the Executive has not breached any of his representations or covenants set forth herein, the Company shall pay Employee a severance payment to Executive, in addition to any other payments the Executive may be entitled to pursuant to the terms of this Agreement, the following: (a) an amount equal to twelve months the greater of Employee’s (x) the amount of Base Salary due and owing Executive through the expiration of the Term (such amount to be calculated based upon his then current Base Salary), and (y) one (1.25) times his then applicable Base Salary, and (b) an amount equal to a pro rata portion (based upon the portion of the Fiscal Year elapsed to the date of such termination) of the Annual Bonus which would have been payable to the Executive had Executive been employed by the Company under this Agreement for the entire Fiscal Year in which such termination occurs. All amounts payable pursuant to Sections 8.2(c), 8.2(d) or 9(a) shall be paid to Executive in a lump sum in cash, not later than ten (10) days after the date of termination of this Agreement. Amounts, if any, payable pursuant to Section 9(b) shall be paid to Executive in a lump sum in cash, simultaneously with the payment, if any, of Annual Bonus to the Company’s other executives, for the applicable Fiscal Year in which this Agreement is terminated. (c) The aggregate of all payments or benefits made or provided to Executive, in either cash and/or equity compensation, provided, if applicable, under Sections 8 and 9 of this Agreement and under all other plans and programs of the Company shall be referred to as the “Aggregate Payment”. (d) In the event that the Aggregate Payment is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Code and an Excise Tax is thereafter applicable, then if reducing the Aggregate Payment to an amount which is one dollar less than the amount of the Aggregate Payment which could be made to the Executive before any portion of the Aggregate Payment becomes subject to Excise Tax, results in the net after-tax amount to be received by the Executive being greater than the net after-tax amount to be received by the Executive prior to such reduction when taking into account the Excise Tax which would be paid by the Executive, then the Aggregate Payment shall be reduced (first by reducing cash payments and then by reducing any payments or benefits under any other Plan, arrangement or agreement) to an amount which is one dollar less than the amount of the Aggregate Payment which could be made to the Executive before any portion of the Aggregate Payment become subject to Excise Tax. (e) Any calculations and/or determinations which are required to be made in order to give effect on to the provisions of Section 9(d) above shall be made by the Company’s independent auditor or, if such independent auditor is unwilling or unable to serve in this capacity, such other nationally recognized accounting or tax firm selected by the Company with the consent of the person serving as the Chief Executive Officer of the Company immediately prior to the Change of Control, which consent shall not be unreasonably withheld. (f) Upon termination of employment pursuant to Sections 8.2(a), 8.2(b), 8.2 (e) or 8.4, then the Executive’s unvested equity issued by the Company to Executive prior to the date of termination, subject shall continue to subsections vest for a period of one (c1) and (d)year from the termination of employment date. (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. If (a) If the Company terminates Employee’s employment with is terminated by the Company without Cause or by the Employee for Good Reason or (b) the Employee is not offered continuing employment on substantially the same terms as set forth herein in accordance connection with Section 6(c) prior to the expiration a Change of the Initial TermControl, then, in either case, the Company shall pay Employee a severance payment to the Employee, as severance, an aggregate amount equal to: (i) his then current base salary during the twelve-month period commencing on the effective date of the termination of Employee’s employment relationship with the Company (the “Severance Period”) and (ii) an amount equal to twelve months of times the monthly amount that the Company paid for the Employee’s Base Salary as participation in effect on the date of termination, subject to subsections (c) and (d). (b) If Company’s health insurance plan during the Term month immediately preceding the Termination Date. All of this Agreement there is the foregoing amounts shall be payable pro rata over the Severance Period in accordance with the Company’s normal payroll practices. Additionally, any bonus amounts earned as of the end of a CC Termination, then fiscal year but not paid as of the Employee will Termination Date shall be entitled to a severance payment (in addition to any other rights and other amounts payable paid to the Employee under in a manner consistent with payment of such bonus amounts to the Company’s other senior management employees notwithstanding the subsequent termination of the Employment Period. All benefits, including health insurance benefits, offered by the Company plans shall cease as of the Termination Date and the Employee may elect to continue his participation in which Employee is a participant, but without duplication for any amounts due to Employee the Company’s health insurance benefits at the Employee’s expense pursuant to COBRA by notifying the Company in the time specified in the COBRA notice to be delivered by the Company to the Employee as of the Termination Date and by the Employee paying the monthly premium himself. Notwithstanding the foregoing, the Company shall not make any payments pursuant to this Section 7(a1.2 to the Employee unless and until (x) the Employee executes and delivers to the Company a general release in substantially the form of Exhibit A attached hereto (the “Release”), (y) payable in a lump sum in cash such Release is executed and delivered to the Company within twenty-one (21) days after the Termination Date and (z) all time periods for revoking such Release have lapsed (the “Release Period”). Once the executed Release is delivered to the Company, if any payments pursuant to this Section 1.2 had been deferred pending the receipt of such Release, the first payment following such delivery shall be in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment total amount to which the Employee is would otherwise have been entitled under this Section 7 is conditioned upon and subject to during the period following the date of termination if such deferral had not occurred; provided, however, that in the event that the Release Period begins in one calendar year but ends in a subsequent calendar year, then the first payment hereunder shall in no event be made prior to the Employee’s executing and delivering first day of the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second subsequent calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of the Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates EmployeeEmployment Period ends as a result of either (A) Executive’s employment with by the Company being terminated by the Company without Cause in accordance with or (B) Executive resigning from Executive’s employment by the Company for Good Reason, then, subject to Section 6(c4(c) prior to the expiration of the Initial Termhereof, the Company shall shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on or provide Executive with the date of terminationfollowing, subject to subsections (c) and (d).the provisions of Section 11 hereof: (bi) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the lesser of (A) $1,000,000 and (B) the sum of: of (ix) twelve months of EmployeeExecutive’s annual Base Salary in effect on date the Employment Termination Date and (y) the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (such CC Termination (or, if greaterlesser amount, the highest Base Salary in effect during the three year period ending on the date of such CC Termination“Cash Severance”), and with fifty percent (ii50%) of the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment Cash Severance payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made Executive in a lump sum within sixty (60) days after the date Employee’s employment of which the General Release (as defined in Section 4(c)) is terminated giving rise to such Severance Payment pursuant to Section 7(a) or signed and delivered by Executive and has become irrevocable (b); provided that Employee executes and delivers the release contemplated by Section 7(d“General Release Effective Date”) and such release becomes effective and irrevocable. If such the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing within sixty (60) days after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period spans two calendar years, commencing on the Severance Payment will be made occurrence of a Change in the second calendar year. However, if Employee is a “specified employee” Control (as defined in regulations under the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum within sixty (60) days after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A (as defined below); and further provided that to the extent that the payment of the Code and the any Cash Severance Payment constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior; and (ii) a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the calendar year in which the Employment Termination Date occurs by a fraction, the numerator of which is subject to the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year (with such target Year End Bonus being, except as otherwise expressly specified in Section 409A 3(b) hereof, as reasonably determined by the Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the CodeEmployment Termination Date relative to the hurdles set) in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company in accordance with Section 3(b) hereof; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (ii) exceed an amount equal to $1,000,000 minus the amount of Cash Severance; and if the amount of Cash Severance Payment is equal to $1,000,000 then no pro rata Year End Bonus will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.clause (ii); and (diii) Employee acknowledges subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and agrees (B) Executive’s continued copayment of premiums at the Severance Payment same level and cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) during the Employee Health Care Cost Reimbursement Period (as defined below), provided that Executive is entitled under this Section 7 is conditioned upon eligible and remains eligible for COBRA coverage. The Company shall until the conclusion of the Health Care Cost Reimbursement Period reimburse Executive for COBRA premiums, subject to the Employee’s executing and delivering the general release Company determining that reimbursement of claims such premiums would not reasonably be expected to result in the form attached hereto imposition of any excise taxes on the Company for any failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as Exhibit B amended, in each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the period commencing on the date Executive ceases to be employed by the 45th day following Company and ending on the Employee’s separation from service and not revoking earliest to occur of (x) the release within date three months after the seven Employment Termination Date (7) days or six months after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to Employment Termination Date if the Company any portion has made a Non-Competition Extension Election (as defined in Section 9(a)), (y) the date on which the Company can no longer provide Executive with COBRA benefits under applicable law and (z) the date on which Executive becomes eligible for health care coverage under the plan of the Severance Payment that has been paid to him pursuant to Section 7a subsequent employer.

Severance. If your employment is terminated (ai) If by the Company terminates Employee’s employment with the Company without other than for Cause or (ii) by you for Good Reason (as defined below), in accordance with Section 6(c) prior addition to the expiration Accrued Amounts and in lieu of any payments or benefits under any other Company separation policy or program, you will be entitled to: (A) a payment equal to the Initial Termsum of twelve (12) months of your Base Salary plus twelve (12) months of your Target Annual Bonus Opportunity (the amount of such payment, the Company shall pay Employee “Severance Amount”); and (B) a severance payment an amount equal to the premiums that you would pay if you elected continued health coverage under the Company’s health plan for you and your eligible dependents for the twelve months of Employee’s Base Salary as (12) month period following the Termination Date, less the applicable active employee rate, which premiums will be calculated based on the rate determined under the COBRA rate in effect on the date Termination Date (“Medical Benefit Payment”); provided that any delays in the settlement or payment of terminationsuch awards that are set forth in the applicable award agreement and that are required under Section 409A of the Internal Revenue Code, subject as amended (the “Code”), and the Treasury Regulations thereunder (“Section 409A”) shall remain in effect. The Company’s obligations to subsections make the payments and provide the benefits set forth in (cA) and (dB) in this Section 3(b) shall be conditioned upon your continued compliance with your obligations under Section 4 below and your execution and nonrevocation of a release of claims in favor of the Company and its affiliates in a form provided by the Company (“Release”). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to . Notwithstanding any other rights and other amounts payable provision to the Employee under contrary herein (other than the provisions of Section 7 below), and without limitation of any remedies to which the Company plans may be entitled, (I) the Severance Amount shall be paid in which Employee is installments in accordance with the Company’s regular payroll practices during a participant, but without duplication for any twelve (12) month period commencing within sixty (60) days following the Termination Date (with the first such payment to include all installment amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to from the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC TerminationDate), and (iiII) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will Medical Benefit Payment shall be made paid in a lump sum within sixty (60) days after following the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b)Termination Date; provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee Release is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementeffective. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates EmployeeEmployment Period ends as a result of either (A) Executive’s employment with by the Company being terminated by the Company without Cause (as defined in accordance with Section 6(c5(d)(i)) prior or (B) Executive resigning from his employment by the Company for Good Reason (as defined in Section 5(d)(ii) below), then, subject to the expiration of the Initial TermSection 5(c) hereof, the Company shall shall, in addition to paying Executive any amounts due and payable pursuant to Section 5(a), pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on or provide Executive with the date of terminationfollowing, subject to subsections (c) and (d).the provisions of Section 12 hereof: (bi) If during Cash severance (the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)“Cash Severance”) payable in a lump sum in cash in an amount equal to the greater of (A) $10,000,000 or (B) two multiplied by the sum of: of (ix) twelve months of EmployeeExecutive’s annual Base Salary in effect on date the Employment Termination Date and (y) the average of such CC the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination (orDate, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect; provided that A. if greaterthe Employment Termination Date occurs prior to Executive having received a Year End Bonus for calendar year 2014, then the Cash Severance shall equal $17,000,000; and provided further that B. if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received Executive’s Year End Bonus for calendar year 2015, the highest Base Salary reference to “the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect during effect” as contemplated in subclause 3(b)(i)(B)(y) above shall be replaced with “the three greater of (X) Executive’s Year End Bonus for calendar year period ending on 2014, including any amounts deferred pursuant to a deferred bonus program that the date of such CC Termination)Company may have in effect, and (iiY) Executive’s target Year End Bonus for calendar year 2015”; with fifty percent (50%) of the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment Cash Severance payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made Executive in a lump sum within sixty (60) days as soon as reasonably practical after the date Employee’s employment of which the General Release (as defined in Section 5(c)) is terminated giving rise signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to such Severance Payment pursuant to Section 7(a) or (b)Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that Employee executes and delivers if the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) Employment Termination Date occurs during the 365 day period spans two calendar years, commencing on the Severance Payment will be made occurrence of a Change in the second calendar year. However, if Employee is a “specified employee” Control (as defined in regulations under Section 409A the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance Payment constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and (ii) if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014, then a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company; and (iii) subject to Section 409A (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the CodeCompany (excluding, the Severance Payment will be made on for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s first payroll payment date group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) during the Health Care Reimbursement Period (defined below), provided that Executive is more than six eligible and remains eligible for COBRA coverage. The Company shall until the conclusion of the Health Care Cost Reimbursement Period (6as defined below) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and reimburse Executive for COBRA premiums, subject to the Employee’s executing and delivering the general release Company determining that reimbursement of claims such premiums would not reasonably be expected to result in the form attached hereto imposition of any excise taxes on the Company for any failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as Exhibit B amended, in each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the period commencing on the date Executive ceases to be employed by the 45th day following Company and ending on the Employee’s separation from service and not revoking earliest to occur of (x) the release within date two years after the seven Employment Termination Date, (7y) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to date on which the Company any portion can no longer provide Executive with COBRA benefits under applicable law and (z) the date on which Executive becomes eligible for health care coverage under the plan of the Severance Payment that has been paid to him pursuant to Section 7a subsequent employer.

Severance. If (ax) If within six months after the Effective Date, the Company terminates Employeeconsummates a Change in Control, and (y) upon or subsequent to the consummation of such Change in Control and prior to the first anniversary of the Effective Date, the Executive incurs a Separation from Service by reason of a termination of the Executive’s employment with by the Company without Cause or by the Executive for Good Reason, then, subject to the Executive signing, within fifty (50) days following the Termination Date, and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Company shall: (i) Pay to the Executive, in equal installments over the twenty-four (24) month period following the Termination Date in accordance with Section 6(c) prior to the expiration of the Initial TermCompany’s regular payroll practice, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Annual Base Salary in effect on date that the Executive would have been entitled to receive if the Executive had continued his or her employment hereunder for a period of such CC twenty-four (24) months following the Termination (orDate, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment which amounts shall be payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made commencing on the Company’s first payroll payment date occurring on or after the 60th day following the Termination Date (the “First Payroll Date”), and any amounts that is more than six (6) months the Severance Payment is would otherwise payable have been paid pursuant to this Agreement.Section 3(a)(i) prior to such payroll date shall be paid in a lump-sum on the First Payroll Date; and (dii) Employee acknowledges and agrees Pay to the Severance Payment Executive an amount equal to which two (2) times the Employee is entitled Executive’s Target Annual Bonus, payable in a lump-sum on the First Payroll Date. Each payment under this Section 7 is conditioned upon and subject 3 shall be treated as a separate payment for purposes of Code Section 409A. The payments under this Section 3 shall not be deemed salary or other compensation to the Employee’s executing and delivering Executive for the general release purposes of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will computing benefits to which he or she may be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 entitled under any pension plan or other arrangement of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion or its Affiliates maintained for the benefit of the Severance Payment that has been paid to him pursuant to Section 7its employees, unless such plan or arrangement expressly provides otherwise.

Severance. (a) If Subject to Section 5(d) hereof, in the event that the Company terminates EmployeeExecutive’s employment without Cause (as defined herein), the Company shall: (i) pay to Executive, in equal installments over a period of twenty-four (24) months and consistent with past payroll practices, an amount equal to two (2) times the greater of (i) Executive’s then current Base Salary, or (ii) Executive’s Base Salary on the date hereof (in each case without giving effect to any bonuses or fringe benefits to which Executive may be entitled); (ii) provide Executive with the Company without Cause health care benefits described in accordance with Section 6(c10 hereof; and (iii) prior provide Executive (and Executive’s spouse and dependants) a lifetime travel pass for Company’s flights, enabling Executive (and Executive’s spouse and dependants) to travel (free of charge) in any class of service that is available at the time of reservation; in each case, if and only if Executive has executed and delivered to the expiration Company, within thirty (30) days following the Termination Date, an effective and irrevocable General Release in form and substance identical in all material respects to Exhibit A attached hereto (it being understood that the first payment made following Executive’s execution and delivery of such General Release will include all amounts that would have been paid following the Initial TermTermination Date had Executive executed and delivered such General Release on the Termination Date, but which were not yet paid) and, then, only if Executive has not breached any provision of Section 6, Section 7 or Section 8 hereof. (b) In the event Executive ceases to be employed by the Company for any reason, the Company shall pay Employee Executive his accrued but unpaid Base Salary through the Termination Date. In the event Executive ceases to be employed by the Company for any reason other than a severance payment termination by the Company for Cause, the Company shall pay Executive any Bonus in respect of any fiscal year preceding the fiscal year in which the Termination Date occurs which has not yet been paid, on the same date as annual cash bonuses for the applicable preceding fiscal year are paid to other senior executives of the Company. In the event Executive ceases to be employed by the Company for any reason other than a termination by the Company for Cause and other than a resignation by Executive for any reason, the Company shall pay Executive an amount equal to twelve months a pro rata portion of Employee’s Base Salary as any Bonus in effect respect of the fiscal year in which such termination occurs, if and only to the extent earned, with respect to the period beginning on January 1 of the applicable year through the Termination Date, such pro rata annual cash bonus to be payable on the same date as annual cash bonuses for the applicable fiscal year are paid to other senior executives of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)Company. (c) Any severance payment Except as otherwise expressly provided herein, all of Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder which accrue or become payable to Employee pursuant to this Section 7 after the Termination Date shall cease upon such date (a “Severance Payment”) will other than those expressly required under applicable law, such as COBRA, and accrued but unpaid vacation time, which shall be made in a lump sum paid within sixty thirty (6030) days after following the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (bTermination Date); provided that Employee executes and delivers . The Company may offset any amounts Executive owes the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsCompany against any amounts the Company owes Executive hereunder, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A 21 and except as prohibited under the terms of the Codeany applicable benefit plan, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementprogram or arrangement. (d) Employee acknowledges It is specifically understood and agrees agreed that the severance payments that become due to Executive under Section 5(a) hereof (if any) shall be offset (reduced), on a dollar-for-dollar basis, by the amount of any and all severance payments that may be received by Executive under the Company’s Executive Severance Payment Plan dated January 1, 2007, as amended from time to which time (the Employee is entitled “Executive Severance Plan”) or any other plan, policy or program maintained by the Company from time to time. For the avoidance of doubt, the parties intend that under no circumstances shall the Company be required to make duplicate or corresponding severance payments to Executive under this Agreement and/or under any plan, policy or program maintained by the Company from time to time, including the Executive Severance Plan. (e) For purposes of this Agreement, “Cause” shall mean (i) the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any of its subsidiaries or any of their customers or suppliers, (ii) failure to perform duties of the office held by Executive as directed by the Board, following written notice of such failure by the Board to Executive, and a failure by Executive, within the ten (10) business days, to cure such failure, (iii) gross negligence, fraud or willful misconduct with respect to the Company or any of its affiliates, and/ or (iv) any breach of Section 2(c), Section 6, Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 and/or Section 8 of this Agreement. If Employee breaches Further, any breach of Section 2(c) of this Agreement by Executive shall constitute “Cause” under and for purposes of each and every agreement, plan or policy of or with the Company or any of his obligations in Sections 8-11 of its affiliates, including, without limitation, this Agreement, he will immediately return the award agreement applicable to the Company any portion of 2014 Retention RSUs and the Executive Severance Payment that has been paid to him pursuant to Section 7Plan.

Severance. (a) If In exchange for the Executive’s waiver of claims against the Company terminates Employeeand its affiliates and the Executive’s employment compliance with the other terms and conditions of this Agreement, (i) the Company without Cause shall continue to pay the Executive’s base salary in accordance with the Company’s normal payroll schedule (which will be no less frequently than one-twelfth of the annual salary amount during each calendar month) for a period of twelve (12) months from the Termination Date in accordance with Sections 5(c) and 18 of the Employment Agreement (i.e., with any amount that is considered deferred compensation subject to Internal Revenue Code Section 6(c409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) prior to not being made until the earlier of (A) the expiration of the Initial Termsix (6)-month period measured from the date of such “separation from service” of the Executive (within the meaning of Code Section 409A), and (B) the date of the Executive’s death, to the extent required under Code Section 409A), (ii) the Company shall pay the premiums for the Executive’s continuation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’s separation from service for the period from the Termination Date through the end of the Consulting Period (as defined below) in accordance with the provisions of Sections 5(c) and 18 of the Employment Agreement (including, for the avoidance of doubt, early termination of such payments as set forth in Section 5(c) of the Employment Agreement) and (iii) notwithstanding anything to the contrary in the Employment Agreement, the Company shall pay Employee a severance payment an amount equal to twelve months the Executive the bonus described in Section 4(c) of Employeethe Employment Agreement, if any and if earned based on achievement of applicable performance goals, in respect of the Company’s Base Salary as in effect on 2016 fiscal year, notwithstanding that the Executive will not be employed with the Company through the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)payment, and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)without any pro-ration. (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. Sections 7(a) through 7(c) of the Agreement shall be amended and restated in their entirety to provide as follows: (a) If the Company or a successor corporation terminates EmployeeExecutive’s employment with for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) then Company or the Company without Cause successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executive’s termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other lawful deductions, (2) pay six (6) months of Executive’s Base Salary at the rate in accordance with Section 6(ceffect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, and (3) prior if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 6 month period following the termination of Executive’s employment, (ii) the expiration of the Initial TermExecutive’s continuation coverage under COBRA, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on or (iii) the date of termination, subject to subsections (c) and (d)when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (b) If during the Term of this Agreement there is Company or a CC Terminationsuccessor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within one year following a Change in Control (as defined below), then Company or the Employee successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executive’s termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other lawful deductions, (2) pay twelve (12) months of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, (3) pay bonuses (at an assumed 100% on-target achievement of goal) at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 12 months from the date of Executive’s resignation or termination of employment (bonuses will be entitled to a severance payment (in addition to prorated for any other rights partially completed bonus periods through the 12 month period from the date of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other amounts payable lawful deductions, and (4) if Executive elects to continue Executive’s health insurance coverage under the Employee Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under Company plans in which Employee is a participant, but without duplication COBRA as it pays for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to active employees until the sum of: earliest of (i) twelve months the close of Employeethe 12 month period following the termination of Executive’s Base Salary in effect on date of such CC Termination (oremployment, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employeeexpiration of Executive’s Average Annual Bonuscontinuation coverage under COBRA, subject to subsections or (ciii) and (d)the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (c) Any severance payment payable All benefits set forth in Sections 7(a) and 7(b) are collectively referred to Employee pursuant to this Section 7 (a as “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant Severance.” Subject to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d8(a) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than any required six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him month delay pursuant to Section 715, Severance payments, other than reimbursements of COBRA premiums, shall be made by the Company in one lump sum and shall be paid within thirty (30) days of any such termination of employment.”

Severance. In exchange for the general release of all claims pursuant to Section 6 and the Release (as defined below), the provisions of Section 3 hereof, and the other promises, covenants and agreements by Executive set forth herein, subject to Executive’s execution and delivery of the Release as provided in Section 6 below (a) If during the Company terminates Employee24-month period commencing on the Termination Date (the “Severance Period”), Employer shall pay Executive severance at a rate equal to $280,000 per annum (subject to withholdings for taxes) (“Base Severance”), payable in equal installments on the Company’s regular salary payment dates, (b) notwithstanding that Executive will resign her employment effective on the Termination Date, Executive shall be entitled to receive any bonus for the fiscal year ending on the Termination Date to which she would otherwise be entitled pursuant to the terms and conditions of The Mentor Executive Leadership Incentive Plan (as amended, the “Bonus Plan”), any such bonus to be paid at the time(s) provided in the Bonus Plan or, if such time(s) are not set forth in the Bonus Plan, at the time(s) that other officers of Employer are paid bonuses for fiscal year 2005 under the Bonus Plan, and (c) on or about the date of the Closing (as defined in the Repurchase Agreement), Employer shall pay to Executive in cash a special bonus in the amount of $56,944.26 (subject to withholdings for taxes) (clauses (a) through (c), collectively, the “Severance Payments and Benefits”). During the 25-month period commencing on the Termination Date (the “Benefits Continuation Period”), at Executive’s option, Executive shall continue to participate in Employer’s group health and dental benefit plan(s) (excluding, for the avoidance of doubt, any bonus or incentive compensation plans) on substantially the same terms and conditions as apply from time to time to Employer’s then employed senior executives; provided that Executive shall pay all costs for coverage under such plans (including, without limitation, Executive’s costs and Employer’s and its affiliates’ costs under such plans), which costs shall be substantially the same as the applicable premium rates that would be paid by an employee receiving such benefit plan coverage following a termination of employment pursuant to COBRA (as defined below); provided further that Employer shall be entitled to withhold any amounts owed by Executive pursuant to this sentence from any amounts otherwise owed to Executive pursuant to this Agreement. In addition to the foregoing, Employer may, at its option and in its sole discretion and subject to the approval of the Company’s board of directors, award an additional cash bonus to Executive, any such additional bonus to be paid on or about December 20, 2005. Following the Benefits Continuation Period, to the extent permitted by the continuation coverage provisions of Section 4980B of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Executive shall be offered the opportunity to elect continuation coverage under Employer’s group medical and dental benefit plan(s) (“COBRA coverage”). Employer shall provide Executive with the Company without Cause appropriate COBRA coverage notice and election form, if any, for this purpose. If Executive is permitted to and elects COBRA coverage, Executive shall pay 100% of Executive’s (and her dependents’) health and dental insurance premiums under COBRA, for up to 18 months following the end of the Benefits Continuation Period; provided that Executive shall notify Employer immediately of any change in her circumstances that would warrant discontinuation of her COBRA coverage and benefits (including but not limited to Executive’s receipt of group medical, dental or vision benefits from any other employer). The existence and duration of Executive’s COBRA rights and/or the COBRA rights of any of Executive’s eligible dependents shall be determined in accordance with Section 6(c4980B of the Code. Except as set forth in this Section 2, Executive agrees that she is not entitled to any other salary, bonus, severance, reimbursement, benefit or expectation of remuneration or other monies from the Company or Employer or any of their respective subsidiaries or Affiliates (as defined in the Release) prior except as required by law and except for the distribution of amounts to Executive pursuant to the expiration terms of (i) the Executive Plan in the aggregate amount of $120,307.18 (the “Executive Plan Balance Amount”), (ii) the Deferral Plan in the aggregate amount of $19,282.11 (the “Deferral Plan Balance Amount”) and (iii) amounts payable pursuant to the Repurchase Agreement; provided that, for the avoidance of doubt, Executive may continue as a participant in the 401 (k) Plan to the extent permitted under the terms thereof. For purposes of the Initial TermStock Option Agreement, the payments set forth in this Section 2 shall constitute severance payments and the Noncompetition Period (as defined therein) shall continue until the end of the Severance Period. Within 15 days following the Termination Date, pursuant to the terms and conditions of the Executive Plan, Executive shall be distributed her full balance under the Executive Plan in a lump-sum payment (subject to withholdings for taxes) in an aggregate amount equal to the Executive Plan Balance Amount. Within 15 days following the Termination Date, pursuant to the terms and conditions of the Deferral Plan, Executive shall be distributed her full balance under the Deferral Plan in a lump-sum payment (subject to withholdings for taxes) in an aggregate amount equal to the Deferral Plan Balance Amount. In the event of a material breach by Executive of this Agreement, the Release, the Repurchase Agreement or the provisions of the other agreements that survive pursuant to Section 3 below, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of terminationshall, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable or remedies available at law or in equity or under the Release, be entitled to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee cease making payments pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement2. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior Subject to the expiration Executive’s execution of and the effectiveness of a General Release in a form substantially the same as the release attached as Exhibit A hereto (the “Release”) within twenty-eight (28) days of the Initial Date of Termination (if after a Change in Control), or within twenty-eight (28) days of the Change in Control (if during a Potential Change in Control Period), if a Terminating Event occurs within eighteen (18) months following a Change in Control (or during a Potential Change in Control Period provided that a Change in Control takes place within 18 months thereafter) and during the Term, then the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as the Executive the amounts, and provide the Executive the benefits, described in effect on the date of terminationthis Section 6.1 (“Severance Payments”), subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights payments and other amounts payable benefits to which the Executive is entitled under Section 5. Subject to the Employee under Company plans provisions of Section 6.4 (“Section 409A”), the amounts set forth in which Employee subsections (A) and (B) of this Section 6.1 shall be paid in one lump sum payment no later than the thirtieth (30th) day following the Date of Termination provided, however, that if the Terminating Event is during a participantPotential Change in Control Period, or after the Change in Control but without duplication for any amounts due the Change in Control does not constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code, and the Executive otherwise has a contractual right to Employee severance that is considered deferred compensation within the meaning of Section 409A of the Code, such amount shall be paid in the same form (e.g., lump sum, salary continuation, etc.) as set forth in such contract beginning with the first payroll date that occurs thirty (30) days after the Date of Termination. Except as described above or in Section 9.1 (“Successors; Binding Agreement”), the Executive shall not be entitled to benefits pursuant to this Section 7(a)6.1 unless a Change in Control shall have occurred during the Term. (A) payable in The Company shall pay to the Executive a lump sum severance payment, in cash in an amount cash, equal to one and one half (1.5) times the sum of: of (i) twelve months of Employee’s the Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)Salary, and (ii) the Employee’s Average Annual BonusTarget Bonus Amount in respect of the fiscal year in which the Date of Termination occurs (without giving effect to any event or circumstance constituting Good Reason), subject to subsections (c) and (d).assuming for this purpose attainment of 100% of any applicable target; (cB) Any severance Either: (i) In the case of Executives who do not receive sales commission-based variable compensation, (a) an amount equal to the Executive’s bonus for any fiscal year ended prior to the year of termination, to the extent such bonus has not already been paid (whether due to deferral or otherwise), calculated in accordance with the associated bonus plan (provided that any portion of such bonus that is discretionary shall be paid using the assumption that Executive has satisfied all individual performance requirements necessary for full payment payable of any discretionary portion of such bonus), plus (b) an amount equal to Employee pursuant to this Section 7 (the Executive’s Target Bonus Amount multiplied by a “Severance Payment”) will be made in a lump sum within sixty (60) fraction, the numerator of which is the number of days after elapsed between the beginning of such fiscal year and the date Employeeof termination reduced by any periods (expressed in days) for which amounts under such incentive bonus arrangement have already been paid in such year, and the denominator of which is 365; or (ii) In the case of Executives who receive sales commission-based variable compensation, an amount equal to (a) the Executive’s sales commission-based variable compensation for any fiscal year ended prior to the year of termination, to the extent such sales commission-based variable compensation has not already been paid (whether due to deferral or otherwise), plus (b) the target amount of sales commission-based variable compensation that could be earned by such Executive during the current fiscal year multiplied times a fraction, the numerator of which is the number of days elapsed between the beginning of such fiscal year and the date of termination and the denominator of which is 365, reduced by the amount by which such incentive sales commission-based variable compensation is already payable or has already been paid in respect of such fiscal year; (C) To the extent that the Company’s Annual Executive Bonus Plan or any successor plan in existence on the date the Executive’s employment is terminated giving rise calls for the potential payment of an award attributable to “over-achievement” performance goals (i.e., requiring the achievement of goals that exceed or are in addition to the goals required for the Executive to receive the target annual bonus) and the Company pays over-achievement bonuses to executives for the fiscal year in which Executive’s employment terminates, the Company shall pay to Executive a lump sum amount equal to the over-achievement bonus for such fiscal year that would have been paid to Executive had he or she been employed by the Company on the date that such over-achievement bonuses are first paid to other participants in such bonus plan. Said amount shall be paid to Executive not later than the date that such over-achievement bonuses are first paid to other participants in said bonus plan; (D) For the eighteen (18) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents health and dental insurance benefits comparable in all material respects to those in effect immediately prior to the Change in Control, on the same terms and conditions as though the Executive had remained an active employee. The cost of providing the benefits set forth in this Section 6.1(D) shall be in addition to (and shall not reduce) the Severance Payment Payments; provided, that if the plan or program in question, or applicable law, provides for a longer period of coverage following termination of employment, then the Executive shall receive this additional period of coverage pursuant to Section 7(a) or (b); provided that Employee executes the terms and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made conditions as set forth in the second calendar yearplan or program or as prescribed by applicable law. HoweverNotwithstanding the foregoing provisions of this subsection, if Employee the Executive becomes reemployed by another employer and is a “specified employee” eligible (together with his or her dependents) for medical or dental insurance coverage that is substantially equivalent (as defined in regulations under Section 409A to extent of coverage and Executive’s cost) to the coverage of the Code same type that he or she (and the Severance Payment constitutes “nonqualified deferred compensation” that is subject his or her dependents) were entitled to Section 409A of the Codereceive under this subsection, the Severance Payment will be made on the Company’s first payroll payment date obligation to the Executive and his or her dependents under this subsection shall cease with respect to that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.type of coverage; and (dE) Employee acknowledges The Company shall pay the cost of providing the Executive with outplacement services up to a maximum of $45,000, provided that (i) the Executive begins to utilize such services within six months following the Date of Termination and agrees completes the Severance Payment to utilization of such services no later than the last day of the calendar year following the calendar year that contains the Date of Termination, and (ii) such services are provided by an outplacement provider approved by the Company (which approval shall not be unreasonably withheld, delayed or conditioned). Such payment shall be made by the Employee is entitled under this Section 7 is conditioned upon and subject Company directly to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day service provider promptly following the Employee’s separation from service provision of such services and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return presentation to the Company any portion of documentation of the Severance Payment that has been paid to him pursuant to Section 7provision of such services.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause shall terminate on August 4, 2023 (such date, or earlier date if Employee’s employment is terminated as specified in accordance with the first sentence of Section 6(c5(d) prior to the expiration of the Initial TermEmployment Agreement or pursuant to Section 2(c) hereof, the “Separation Date”). Employee agrees to promptly execute such additional documentation as requested by the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on effectuate the date of termination, subject to subsections (c) and (d)foregoing. (b) If during Regardless whether the Term of this Agreement there Release Condition (as defined below) is a CC Terminationsatisfied, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary all earned, but unpaid, wages and accrued, but unused, vacation time earned in effect on date of such CC Termination (or, if greater, accordance with applicable law and Company policy through the highest Base Salary in effect during the three year period ending on the date of such CC Termination), Separation Date; and (ii) any unpaid expenses or other reimbursements, due to Employee under the EmployeeCompany’s Average Annual Bonuspolicies, subject to subsections provided that Employee must submit for reimbursement any outstanding business-related expenses within 120 days following the Separation Date (c) and (dthe “Accrued Entitlements”). (c) Any severance payment payable Upon a termination of Employee’s employment during the Transition Period (x) pursuant to the first sentence of Section of 5(d) of the Employment Agreement, (y) due to Employee’s resignation for any reason during the Transition Period or (z) due to expiration of the Transition Period, then subject to the Release Condition (as defined below), and Employee’s continued compliance with all of her obligations set forth in this Agreement, the Company shall provide to Employee pursuant to this the following payments and benefits, less all applicable withholdings and authorized or required deductions: (i) severance pay, at the same rate as Employee’s base salary, for a period of 12 months following the Separation Date, (ii) a pro-rata portion of Employee’s annual bonus for the year in which termination occurs, based on Employee’s actual performance through the Separation Date and determined in accordance with Section 7 4(b) of the Employment Agreement (a “Pro-Rata Bonus”), with such pro-rata amount based on the number of days Employee was employed during the fiscal year ((i) and (ii), the “Severance PaymentPayments”), and (iii) continued payment on Employee’s behalf of the premium required to be paid for Employee’s continued participation in the Company’s health care plan for a period of 12 months following termination, unless Employee is employed by another company, and in such instance, future payment for the health insurance premiums will cease (the “Healthcare Payments,” and collectively with the Severance Payments, the “Severance Benefits”). The Severance Payments to which Employee is entitled hereunder shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and the Healthcare Payments shall be paid monthly, and in both cases with the first payment, which shall be retroactive to the day immediately following the Separation Date, being due and payable on the Company’s next regular payday for executives that follows the expiration of 60 calendar days from the Separation Date. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of the board of directors of the Company or its delegate, subject Employee, the Company or any of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) will or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be made treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any such adverse consequences under the ACA or Section 105(h). This Section 2(c) supersedes Section 5(d) and Section 5(e) of the Employment Agreement in a lump sum within sixty (60) days after such sections’ entirety. For the date avoidance of doubt, in the event Employee’s employment is terminated giving rise by the Company for Cause, Employee shall be entitled to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers only the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this AgreementAccrued Entitlements. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled will receive under this Section 7 is conditioned upon and subject to the separate cover information regarding Employee’s executing rights under the Consolidated Omnibus Budget Reconciliation Act and, if applicable, any state continuation coverage laws (collectively, “COBRA”). Employee acknowledges that Employee should review the COBRA notice and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the election forms carefully to understand Employee’s separation from service rights and not revoking the release within the seven (7) days after executing obligations to make timely elections, provide timely notification and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7make timely premium payments.

Severance. In the event that Employee is subject to an Other Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (aA) If severance payments for [twelve (12) months (if Employee is a SVP)] [eighteen months (18) (if Employee is the Company terminates Employee’s employment with CEO)] months after the Company without Cause effective date of the termination (for purposes of this Section 2(b)[(i)][(ii)], the “Severance Period”) equal to the base salary which Employee was receiving immediately prior to the Other Involuntary Termination, which payments shall be paid during the Severance Period in accordance with Section 6(cthe Company’s standard payroll practices; and (B) payment by the Company of the full cost of the health insurance benefits provided to Employee immediately prior to the expiration Other Involuntary Termination pursuant to the terms of COBRA or other applicable law through the earlier of the Initial Term, end of the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on Severance Period or the date of termination, subject upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The payments to subsections be provided under clauses (cb)(i) and (d). (bb)(ii) If during the Term of this Agreement there is a CC Termination, then the Employee will shall be entitled paid or commence to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum paid within sixty (60) days after the date of Employee’s termination of employment is terminated giving rise (subject to such Severance Payment pursuant to Employee’s release of claims against the Company as set forth in Section 7(a) or (b1(a)); provided that Employee executes and delivers if the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two commences in one calendar yearsyear and ends in a second calendar year, the Severance Payment will such payment shall be made or commence to be made in the second calendar year. HoweverNotwithstanding the foregoing, if in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee is could cause the Company to become subject to excise tax as a “specified employee” as defined in regulations under Section 409A result of the Code Patient Protection and Affordable Care Act, as amended by the Severance Payment constitutes “nonqualified deferred compensation” that is subject Healthcare Reform Act, the Company shall pay Employee a monthly amount in cash equal to Section 409A the amount of the CodeCOBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the Severance Payment will be made on date of Employee’s termination of employment and up to three (3) months of outplacement services (with a provider and in a program selected by the Company’s first payroll payment date that is more than six , provided Employee commences such services within ninety (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (790) days after executing and delivering the release. If of such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. services being offered to Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7).

Severance. (a) If prior to the completion of a full calendar year of employment with the Company, the Company terminates Employee’s the employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial TermExecutive or demotes the Executive for any reason other than: (i) Cause or Disability as defined in Section 3 of this Agreement; or (ii) the death of the Executive, the Company shall will pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in Executive an amount equal to the sum of: (a) three times the Executive's starting annual base salary; and (b) three times the Executive's target annual cash bonus (the target annual incentive bonus being two hundred percent (200%) of the Executive's starting annual base salary). (b) If the Company thereafter terminates the employment of the Executive or demotes the Executive for any reason other than: (i) twelve months Cause or Disability as defined in Section 3 of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and this Agreement; or (ii) the Employee’s Average Annual Bonusdeath of the Executive, subject the Company will pay the Executive an amount equal to subsections the sum of: (ca) three times the Executive's base salary for the immediately preceding full calendar year; and (d). b) three times the annual cash bonus received by the Executive for the immediately preceding full calendar year. The Executive must notify the Company in writing within thirty (c30) Any days after the occurrence of any action, event or circumstance, or any failure to act by the Company, upon which the Executive bases a claim for severance under this Agreement. Failure to notify the Company in writing within such thirty (30) day period will constitute a waiver of the claim, but will not bar or hinder subsequent claims by the Executive arising out of other actions, events, circumstances or failures to act by the Company. The Executive will not receive multiple severance payments under this Agreement, and will be entitled only to one severance payment payable to Employee pursuant to this Section 7 under Subsection 2(a) or (a “Severance Payment”) b), as the case may be. The severance amounts described above, net of any applicable withholding, will be made paid to the Executive in a lump sum within sixty thirty (6030) days following the receipt by the Company of the written notice from the Executive; provided, however, that if the parties proceed to arbitration of the claim pursuant to Section 5 of this Agreement, the severance amount awarded by the arbitrators will be paid by the Company within thirty (30) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocableaward. If such sixty (60) day period spans two calendar yearsUpon termination of employment, the Severance Payment Executive will be made remain vested in the second calendar year. However, if Employee is a “specified employee” as defined any and all shares of restricted stock or restricted stock equivalents in regulations under Section 409A which he was vested immediately prior to termination of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementemployment. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. In exchange for the general release of all claims pursuant to Section 6 and the Release (as defined below), the provisions of Section 3 hereof, and the other promises, covenants and agreements by Executive set forth herein, subject to Executive’s execution and delivery of the Release as provided in Section 6 below (a) If during the Company terminates Employee24-month period commencing on the Termination Date (the “Severance Period”), Employer shall pay Executive severance at a rate equal to $280,000 per annum (subject to withholdings for taxes) (“Base Severance”), payable in equal installments on the Company’s regular salary payment dates, (b) notwithstanding that Executive will resign her employment effective on the Termination Date, Executive shall be entitled to receive any bonus for the fiscal year ending on the Termination Date to which she would otherwise be entitled pursuant to the terms and conditions of The Mentor Executive Leadership Incentive Plan (as amended, the “Bonus Plan”), any such bonus to be paid at the time(s) provided in the Bonus Plan or, if such time(s) are not set forth in the Bonus Plan, at the time(s) that other officers of Employer are paid bonuses for fiscal year 2005 under the Bonus Plan, and (c) on or about the date of the Closing (as defined in the Repurchase Agreement), Employer shall pay to Executive in cash a special bonus in the amount of $56,944.26 (subject to withholdings for taxes) (clauses (a) through (c), collectively, the “Severance Payments and Benefits”). During the 25-month period commencing on the Termination Date (the “Benefits Continuation Period”), at Executive’s option, Executive shall continue to participate in Employer’s group health and dental benefit plan(s) (excluding, for the avoidance of doubt, any bonus or incentive compensation plans) on substantially the same terms and conditions as apply from time to time to Employer’s then employed senior executives; provided that Executive shall pay all costs for coverage under such plans (including, without limitation, Executive’s costs and Employer’s and its affiliates’ costs under such plans), which costs shall be substantially the same as the applicable premium rates that would be paid by an employee receiving such benefit plan coverage following a termination of employment pursuant to COBRA (as defined below); provided further that Employer shall be entitled to withhold any amounts owed by Executive pursuant to this sentence from any amounts otherwise owed to Executive pursuant to this Agreement. In addition to the foregoing, Employer may, at its option and in its sole discretion and subject to the approval of the Company’s board of directors, award an additional cash bonus to Executive, any such additional bonus to be paid on or about December 20, 2005. Following the Benefits Continuation Period, to the extent permitted by the continuation coverage provisions of Section 4980B of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Executive shall be offered the opportunity to elect continuation coverage under Employer’s group medical and dental benefit plan(s) (“COBRA coverage”). Employer shall provide Executive with the Company without Cause appropriate COBRA coverage notice and election form, if any, for this purpose. If Executive is permitted to and elects COBRA coverage, Executive shall pay 100% of Executive’s (and her dependents’) health and dental insurance premiums under COBRA, for up to 18 months following the end of the Benefits Continuation Period; provided that Executive shall notify Employer immediately of any change in her circumstances that would warrant discontinuation of her COBRA coverage and benefits (including but not limited to Executive’s receipt of group medical, dental or vision benefits from any other employer). The existence and duration of Executive’s COBRA rights and/or the COBRA rights of any of Executive’s eligible dependents shall be determined in accordance with Section 6(c4980B of the Code. Except as set forth in this Section 2, Executive agrees that she is not entitled to any other salary, bonus, severance, reimbursement, benefit or expectation of remuneration or other monies from the Company or Employer or any of their respective subsidiaries or Affiliates (as defined in the Release) prior except as required by law and except for the distribution of amounts to Executive pursuant to the expiration terms of (i) the Initial TermExecutive Plan in the aggregate amount of $120,307.18 (the “Executive Plan Balance Amount”), (ii) the Company shall pay Employee a severance payment an Deferral Plan in the aggregate amount equal to twelve months of Employee’s Base Salary as in effect on $19,282.11 (the date of termination, subject to subsections (c“Deferral Plan Balance Amount”) and (d). iii) amounts payable pursuant to the Repurchase Agreement; provided that, for the avoidance of doubt, Executive may continue as a participant in the 401(k) Plan to the extent permitted under the terms thereof. For purposes of the Stock Option Agreement, the payments set forth in this Section 2 shall constitute severance payments and the Noncompetition Period (bas defined therein) If during shall continue until the Term end of this Agreement there is the Severance Period. Within 15 days following the Termination Date, pursuant to the terms and conditions of the Executive Plan, Executive shall be distributed her full balance under the Executive Plan in a CC Termination, then the Employee will be entitled to a severance lump-sum payment (in addition subject to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication withholdings for any amounts due to Employee pursuant to Section 7(a)taxes) payable in a lump sum in cash in an aggregate amount equal to the Executive Plan Balance Amount. Within 15 days following the Termination Date, pursuant to the terms and conditions of the Deferral Plan, Executive shall be distributed her full balance under the Deferral Plan in a lump-sum of: payment (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (cwithholdings for taxes) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject an aggregate amount equal to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.Deferral Plan Balance

Severance. (a) If the Company terminates EmployeeUpon termination of Executive’s employment with the Company without Cause due to death or Disability (defined below), in accordance with Section 6(c) prior addition to the expiration of the Initial TermAccrued Obligations, the Company shall pay Employee a severance payment an amount equal and provide to twelve months of Employee’s Base Salary as in effect on Executive the following payments and benefits: (i) A prorated Annual Bonus for the calendar year during which the date of terminationtermination occurs, subject the amount of which shall be equal to subsections the amount of the Annual Bonus that would have been paid to Executive had he remained employed for the entire calendar year based upon actual performance multiplied by a fraction, the numerator of which is the number of days in such calendar year prior to and including the date of termination and the denominator of which is the number of days in such calendar year, payable at the same time that annual bonuses are payable to DMC’s senior executives generally (cthe “Prorated Bonus”); and (ii) To the extent then-outstanding and (d)unvested, any LTIP Awards grants contemplated by Section 5.3 shall vest in full and become non-forfeitable. (b) If during Upon termination of Executive’s employment with the Term Company by the Company without Cause (defined below) or upon Executive’s resignation from employment for Good Reason (defined below), in either case absent a Change in Control (defined below), and in each case contingent upon Executive’s execution, non-revocation, and delivery of a Confidential Severance and Release Agreement in a form substantially similar to Exhibit C of this Agreement there is a CC Terminationand acceptable to the Company (the “Release Agreement”), then in addition to the Employee will Accrued Obligations, Executive shall be entitled to a the following payments and benefits: (i) A lump sum severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to (x) twelve (12) months of Base Salary; and (y) one (1) times the sum of: of the average Annual Bonus (iif any) twelve months of Employee’s Base Salary in effect on paid to Executive for the two (2) years preceding the date of such CC Termination termination (or, if greatershorter, the highest Base Salary Annual Bonus paid (if any) in effect during the three year period ending preceding year, or if Executive has not yet completed an Annual Bonus cycle, the Target Bonus), less applicable withholdings and deductions, payable on the 60th day following the date of termination (or the following business day, if such CC Terminationdate is not a business day), and ; (ii) A Prorated Bonus; and (iii) To the Employee’s Average Annual Bonusextent then-outstanding and unvested, subject to subsections (c) any LTIP grants contemplated by Section 5.3 shall vest in full and (d)become non-forfeitable. (c) Any Upon termination of Executive’s employment with the Company by the Company without Cause or upon Executive’s resignation from employment for Good Reason, in either case within one year following a Change in Control, in each case contingent upon Executive’s execution, non-revocation, and delivery of the Release Agreement, in addition to the Accrued Obligations, Executive shall be entitled to the following payments and benefits: (i) A lump sum severance payment in an amount equal to (x) twenty-four (24) months of Base Salary; and (y) one (1) times the sum of the average Annual Bonus (if any) paid to Executive for the two (2) years preceding the date of termination (or, if shorter, the Annual Bonus paid (if any) in the preceding year, or if Executive has not yet completed an Annual Bonus cycle, the Target Bonus), less applicable withholdings and deductions, payable to Employee pursuant to on the 60th day following the date of termination (or the following business day, if such date is not a business day); (ii) A Prorated Bonus; and (iii) To the extent then-outstanding and unvested, any LTIP grants contemplated by Section 5.3 shall vest in full and become non-forfeitable. (d) The Company’s obligations under this Section 7 6.3 (a “Severance Payment”other than the Accrued Obligations) will be made are subject to the requirements and time periods set forth in a lump sum within this Section 6.3 and in the Release Agreement. Prior to receiving the payments described in this Section 6.3, Executive shall execute the Release Agreement on or before the date sixty (60) days after the date Employeelast day of Executive’s employment is terminated giving rise and shall not revoke such Release Agreement during any applicable revocation period. If Executive fails to timely execute and remit the Release Agreement, or revokes such Severance Payment Release Agreement, Executive waives any right to the payments provided under this Section 6.3. The Company will have no further obligations to Executive under this Agreement or otherwise after making payments pursuant to this Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by 6.3, if any. Lump sum cash severance payments under this Section 7(d) and such release becomes effective and irrevocable. If such 6.3 shall be made within sixty (60) day period spans two calendar yearsdays of Executive’s execution and delivery of the Release Agreement; provided, however, that Executive has not and can no longer revoke the Release Agreement on the date of payment. (e) Notwithstanding anything in the Agreement to the contrary, the Severance Payment will be made in Company shall have the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code right to terminate all payments and the Severance Payment constitutes “nonqualified deferred compensation” that is subject benefits owing to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable Executive pursuant to this Section 6.3 upon Company’s discovery of any material breach by Executive of Executive’s continuing obligations under this Agreement or Executive’s obligations under the Release Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If Should JH exercise its discretion to terminate Executive's employment pursuant to Section 4, JH will provide one payment of Annual Salary and target Ann▇▇▇ ▇▇▇▇▇ ▇▇ Executive in the amount set forth in Section 3(a) and 3(d) less applicable deductions together with a proportion of the Annual Bonus represented by the months actually served by the Executive in the bonus year, at the target rate, the latter too be paid following the end of the year and finalization of accounts. For the purposes of this Section 5, a reduction by the Company terminates Employee’s in the Executive's Annual Base Salary to less than (a) $337,000 or (b) the Executive's Annual Base Salary at the time of such reduction constitutes termination of the Executive's employment unless done so with the Company without Cause in accordance with Section 6(c) prior to the expiration written agreement of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d)Executive. (b) If during Payment to Executive pursuant to (a) above constitutes severance pay and shall be payable only upon the Term return to JH of this Agreement there is a CC Termination, then General Release and Covenant Not To Sue ("Release") in the Employee will be entitled to a severance payment (form set forth in addition to any other rights and other amounts payable the Exhibit to the Employee under Company plans Agreement, ▇▇ecuted by Executive in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to accordance with the sum of: (i) twelve months provisions of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)Release. (c) Any Executive agrees that the opportunity and/or the actual receipt of severance payment payable to Employee pursuant to this Section 7 pay described in (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(aa) or (b); provided that Employee executes and delivers ) above in any amount, is sufficient consideration for the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made provisions set forth in the second calendar year. However, if Employee is a “specified employee” Agreement as defined in regulations under Section 409A of well as the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this AgreementRelease. (d) Employee acknowledges and agrees For the Severance Payment to which the Employee is entitled under this period of twelve (12) months after his last day of employment as set forth in Section 7 is conditioned upon and 4 subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7c) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsabove, the Severance Payment Executive will be paid the amount charged by JH in accordance with applicable law for continued coverage under the second calendar year. Employee’s right applicable JH medical welfare benefit plan available to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any Executive as of his obligations in Sections 8-11 last day of this Agreementemployment within which he was a participant under the same terms, he will immediately return to while JH simultaneously complies with Consolidated Omnibus Budget Reconciliation Act, as amended ("COBRA"), thereafter the Company any portion payment of the Severance Payment that has been paid entire premium being the sole responsibility of Executive for the remainder of the COBRA period. (e) Within 7 day's of the Executive's last day of employment as described in Section 4, Executive shall, relinquish and/or surrender possession, custody and control of any automobile or other vehicle or device provided by JH to him Executive during the period of his employment pursuant to Section 73(f) or otherwise as a consequence of Executive's employment, which Executive acknowledges is the property of JH. (f) The rights of Executive in any JH plan that JH has voluntarily designated Executive as a participant concerning stock options shall vest in accordance with the terms of the plan, as amended or modified by JH in its discretion from time to time.

Severance. The Purchaser shall cause the Surviving Corporation to pay to each Severance Eligible Employee a Severance Benefit. For purposes of this section, a "Severance Eligible Employee" is a Company employee (aother than those employees covered by Change in Control Agreements) If who, on the Company Closing Date or within one year thereafter (i) is terminated for reasons other than for cause by the Surviving Corporation, or (ii) voluntarily terminates Employee’s employment with the Company without Cause in accordance with Section 6(cSurviving Corporation after (A) prior the employee is notified that his or her place of employment is to be relocated to a location further than twenty-five miles from the expiration employee's work location as of the Initial TermClosing Date, or (B) the Company employee's compensation level (which shall pay Employee a severance payment an amount equal to twelve months mean the employee's base salary or base wages plus the employee's current bonus opportunity) is reduced by 10% or more from the employee's compensation level as of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in Closing Date. A "Severance Benefit means a lump sum in cash payment to such Severance Eligible Employee in an amount equal to the sum ofof (i) any amounts due and payable including the current year Prorated Bonus (as defined below) and the due and accrued personal days and vacation due to such employee, plus (ii) the product of the employee's years of service with the Company and Surviving Corporation (subject to a minimum of 2 years of service and a maximum of 12 years of service) multiplied by the employee's Average Weekly Pay. The employee's "Average Weekly Pay" shall equal the quotient of (i) the sum of the employee's (A) annual base salary or annual base wage (as determined immediately prior to the employee's termination date or the Closing Date, whichever results in a larger amount), plus (B) the employee's Prorated Bonus, divided by (ii) 52 weeks. For purposes of the preceding sentence, each employee's "Prorated Bonus" shall be calculated as follows: (i) twelve if the respective employee's termination date is less than three months of Employee’s Base Salary in effect on date of such CC Termination (or, if greaterinto the Surviving Corporation's fiscal year, the highest Base Salary in effect Prorated Bonus equals zero, (ii) if the respective employee's termination date is at least three months but less than six months into the Surviving Corporation's fiscal year, the Prorated Bonus equals the employee's targeted bonus, prorated for the actual number of months employed during the three year period ending on the date of such CC Termination)Surviving Corporation's fiscal year, and (iiiii) if the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after respective employee's termination date is at least six months into the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsSurviving Corporation's fiscal year, the Severance Payment will be made in Prorated Bonus equals the second calendar employee's actual or targeted bonus, whichever is greater, prorated for the actual number of months employed during the Surviving Corporation's fiscal year. HoweverFor bonuses that are earned and paid on a monthly basis, if Employee is a “specified employee” as defined in regulations under Section 409A the payment shall be average of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be bonuses paid in the second calendar yearlast six months. Employee’s right to Each Severance Eligible Employee who is terminated shall be provided a written notice of the employee's termination ("Termination Notice") and a Severance Eligible Employee who has received a Termination Notice will not receive the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of Benefit unless the employee works until his scheduled termination date; provided however that the Surviving Corporation may waive this Agreementrequirement. If Employee breaches any of his obligations in Sections 8-11 of this AgreementIn the event a person's compensation has been reduced and the employee chooses to continue to work, he will immediately return to the Company any portion employee would be eligible for a partial severance payment calculated as it would have been but multiplied by the percentage of the Severance Payment that has been paid to him pursuant to Section 7salary reduction.

Severance. (a) If the Company terminates EmployeeEmployment Term ends by reason of either termination by Employee for Good Reason or by the Company’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial TermAt-Will Termination, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)the greater of (as applicable, “Severance Pay”) payable in a lump sum in cash in (i) an amount equal to the sum of: product of (iA) twelve months the number of Employee’s Base Salary in effect on date of such CC Termination (orfull or partial months, if greaterany, in the highest Base Salary in effect during period beginning on the three year period date the Employment Term ended and ending on the date of such CC Termination)the Initial Term would have ended, and if later than the date the Employment Term actually ended, multiplied by (B) Employee’s monthly Base Salary (as in effect immediately prior to the termination date) or (ii) the an amount equal to one-half of Employee’s Average Annual Bonus, subject annual Base Salary (as in effect immediately prior to subsections (c) and (dthe termination date). (c) Any severance payment payable . The Severance Pay shall be paid by the Company to Employee pursuant to this in substantially equal monthly installments, without reduction or set off (other than as provided in Section 7 (a “Severance Payment”11(a) will be made below), in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on accordance with the Company’s first standard payroll payment date that is more than six procedures, commencing on the sixtieth (660th) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the termination or expiration of the Employment Term, provided that the revocation period(s) set forth in the Release Agreement set forth in Section 8(a) below have expired without revocation. If the Employment Terms ends by reason of either termination by the Company for Cause or by Employee’s separation from service and not revoking Non-Renewal of the release within the seven (7) days after executing and delivering the release. If such fortyInitial Term or any Renewal Term or by Employee’s At-five (45) day period plus the seven (7) day revocation period spans two calendar yearsWill Termination, the or due to Employee’s death or disability, no Severance Payment Pay will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been owing or paid to him pursuant to Section 7Employee.

Severance. (a) If In consideration of, and in return for the Company terminates Employee’s employment covenants and promises contained in this Agreement, and as full and final compensation to Employee for all services as an employee: A. Employee shall receive from Employer, with appropriate deductions and withholdings, in one lump sum payment on the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial TermEffective Date, the Company shall pay Employee a severance payment an amount equal to twelve representing three (3) months of Employee’s Base Salary as base salary (which severance shall be separate and apart from, and in effect addition to, Employee’s final paycheck and all accrued and unused vacation and other bonuses, benefits, commissions or compensation of any type through the Termination Date). Nothing in this Agreement is intended to include in Employee’s severance any bonuses, benefits, vacations, commissions or compensation of any type other than Employee’s regular salary. It is agreed that employee will have a balance of thirty-one (31) vacation days at the time of Termination Date; B. Employee shall have health insurance paid for by Employer (COBRA benefits) for three (3) months beginning on the date of terminationTermination Date, subject to subsections the same terms and conditions Employee and/or Employee’s family received health insurance benefits before the Termination Date (c) and (din other words, Employee’s co-pay shall remain the same).; (b) If during the Term of this Agreement there is a CC Termination, then the C. Employee will be entitled to a severance payment retain 750,000 stock options already vested as of the Termination Date, at an exercise price of $1.89 (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination“Vested Options”), and Employee shall retain the ability to exercise the Vested Options for a period of two (ii2) years after the Employee’s Average Annual BonusTermination Date, subject to subsections (c) the other terms and (d).conditions of the Stock Option Award and Agreement governing the exercise of such Vested Options; and (c) Any severance payment payable to D. Employer warrants and Employee pursuant to acknowledges that the agreements described under this Section 7 (a “Severance Payment”) will be made 2 constitute full payment of any and all claims of every nature and kind arising out of or relating in a lump sum within sixty (60) days after the date any way to Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) by Employer or (b); provided the termination thereof, benefits owed, or any other claims as outlined below. Employee acknowledges that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A Employee’s receipt of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that severance described in this Section 2 is subject to Section 409A contingent upon Employee’s execution of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. In the event that Employee suffers an Involuntary Termination in connection with or within twelve (a12) If months following the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the effective date of terminationa Change in Control, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a receive severance payment benefits as follows: (in addition to any other rights and other amounts payable A) severance payments for [twelve (12) (if Employee is not the CEO] [twenty-four (if Employee is the CEO)] months after the effective date of the termination (the “Severance Period”) equal to the Employee under Company plans in base salary which Employee is a participantwas receiving immediately prior to the Change in Control, but without duplication for any amounts due to Employee pursuant to Section 7(a)which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; (B) payable in a lump sum in cash in an amount payment equal to [two times (if Employee is the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC TerminationCEO), and (ii) the ] Employee’s Average Annual Bonus; and (C) continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, subject as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. For purposes of this Agreement, “Average Annual Bonus” shall mean Employee’s average annual bonus earned for performance during the Company’s three (3) fiscal years immediately preceding the Company’s fiscal year in which the termination occurs; provided, however, that (x) sign-on or other special bonuses shall not be taken into account; (y) any bonus for a partial year shall be annualized; and (z) if Employee has not been employed for three (3) fiscal years, Employee’s target annual bonus at the time of termination shall be used for each fiscal year in which Employee was not employed by the Company. For example, assume Employee was hired on July 1, 2011, earned a bonus of $50,000 for 2011 and $125,000 for 2012 and had a target bonus of $150,000 for 2013. Further assume that a Change in Control occurred in 2013 and Employee experienced an Involuntary Termination within twelve (12) months thereafter. Employee’s Average Annual Bonus will be equal to subsections $125,000 or $375,000 (c$50,000 x 2 for 2011 + $125,000 for 2012 + $150,000 for 2013) divided by 3. The payments to be provided under clauses (a) and (d). (cb) Any severance payment payable shall be paid or commence to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum paid within sixty (60) days after the date of Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b)termination of employment; provided that Employee executes and delivers if the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) sixty-day period spans two commences in one calendar yearsyear and ends in a second calendar year, the Severance Payment such payment will be made or commence to be made in the second calendar year. HoweverNotwithstanding the foregoing, if in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee is could cause the Company to become subject to excise tax as a “specified employee” as defined in regulations under Section 409A result of the Code Patient Protection and Affordable Care Act, as amended by the Severance Payment constitutes Health Care and Education Reconciliation Act of 2010 (the “nonqualified deferred compensation” that is subject Healthcare Reform Act”), the Company shall pay Employee a monthly amount in cash equal to Section 409A the amount of the CodeCOBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the of Employee’s executing and delivering the general release termination of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7employment.

Severance. (a) If the Company terminates EmployeeExecutive has a Separation from Service as a result of Executive’s employment with discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, in accordance with Section 6(ceither case within eighteen (18) prior to the expiration of the Initial Termmonths following a Change in Control, the Company Executive shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a receive, in lieu of any severance payment benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participantii), but without duplication for any amounts due to Employee pursuant to Section 7(a)) will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release (as defined below): (i) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in cash effect, reimbursement of business expenses incurred prior to the date of Executive’s Separation from Service and properly submitted in accordance with Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iv) below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service (the “Accrued Obligations”); (ii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, Executive shall be entitled to receive severance pay in an amount equal to the sum of: of (ix) twelve months of Employee[ ● ] percent ([ ● ]%) multiplied by Executive’s Base Salary annual base salary as in effect on immediately prior to the date of such CC Termination Executive’s Separation from Service, plus (y) Executive’s target annual bonus for the calendar year in which Executive’s Separation from Service occurs (which bonus shall be prorated for the portion of the calendar year that has elapsed prior to the date of Executive’s Separation from Service); (iii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is [ ● ] ([ ● ]) full months following the date of Executive’s Separation from Service (or, if greaterearlier, the highest Base Salary in effect during date on which the three year applicable continuation period ending on under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall continue to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the date of such CC Termination)Separation from Service. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, and (ii) or if the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made Company cannot provide the foregoing benefits in a lump sum within sixty (60) days after manner that is exempt from or otherwise compliant with applicable law or the date Employee’s employment is terminated giving rise to provision of such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made benefits may result in the second calendar year. HoweverCompany incurring penalties under applicable law (including, if Employee is a “specified employee” as defined in regulations under without limitation, Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A 2716 of the CodePublic Health Service Act), instead of providing continued health insurance benefits as set forth above, the Severance Payment will be made on Company shall instead pay to Executive an amount equal to the monthly premium payment for Executive and his or her eligible dependents who were covered under the Company’s first payroll payment health plans as of the date that is more than six of Executive’s Separation from Service (6calculated by reference to the premium as of the date of Separation from Service) months as currently taxable compensation in substantially equal monthly installments over the Severance Payment is otherwise payable pursuant to this Agreement.COBRA Coverage Period (or the remaining portion thereof); (div) Employee acknowledges Subject to Section 3(c) and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon EmployeeExecutive’s continued compliance with Sections 8-11 Section 4, the vesting of each of Executive’s outstanding Stock Awards (other than Performance Awards) shall be accelerated in full effective as of the date of Executive’s Separation from Service. Nothing in this Section 3(a)(iv) shall be construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Company’s equity plan(s) and/or the stock award agreements under which the Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; and (v) Notwithstanding any other provision of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return Agreement to the contrary, any severance benefits payable to Executive under this Agreement shall be reduced by any severance benefits payable by the Company any portion or an affiliate of the Severance Payment that has been paid Company to him pursuant to Section 7such individual under any other policy, plan, program, agreement or arrangement, including, without limitation, any severance agreement between such individual and any entity.

Severance. Subject to the terms and conditions set forth below, in the event that (aA) your employment with Safeguard is terminated by Safeguard without “cause” (as defined below) or by you for “good reason” (as defined below) within 18 months following a “change of control” (as defined below) of Safeguard (“Change of Control Termination”) or (B) your employment with Safeguard terminates for any reason other than (i) your death or disability, (ii) Safeguard’s termination of your employment for cause or (iii) your resignation without good reason (such a termination, a “Severance Termination”), Safeguard will provide you with the following benefits, which together with any benefits provided under the applicable terms of any other plan or program sponsored by the Safeguard (other than any plan, program or arrangement intended to pay severance benefits following termination of employment), and applicable to you, will be the only severance benefits or other payments in respect of your employment with Safeguard to which you will be entitled. The benefits you receive under this New Agreement will be in lieu of all salary, accrued vacation and other rights that you may have against Safeguard or its affiliates, and, except as otherwise noted below, will be paid within the later of 45 days after your date of termination or Safeguard’s receipt of your request for reimbursement, subject to your execution and nonrevocation of the General Release described below. • You will receive a payment in respect of your current year’s bonus equal to the product of (i) your annual target bonus (of at least $250,000), multiplied by (ii) Safeguard’s percentage achievement of its annual Management Incentive Plan objectives as determined by the Compensation Committee as of the end of the calendar quarter closest to your date of termination, multiplied by (iii) a fraction, the numerator of which is the number of days in Safeguard’s fiscal year elapsed at the time of the termination and the denominator of which is 365. Payment under this provision will be made within 60 days after the end of the quarter for which the determination in (ii) is made. • If (A) there is a Change of Control Termination or (B) a Severance Termination, you will receive a lump sum payment equal to the product of (i) 1.5 multiplied by (ii) your annual salary then in effect (which will not be less than $340,000). • Except as provided below, you will only vest in your interests under and you will receive benefits in accordance with the terms and conditions set forth in Safeguard’s various long-term incentive plans. • You will receive up to 12 months’ continued coverage under Safeguard’s medical and health plans(not including dental coverage), which coverage will run concurrent with the coverage provided under Section 4980B of the Code. • You will receive a lump sum payment equal to the cost that would be incurred by Safeguard, as reasonably determined by Safeguard, to waive the applicable premium otherwise payable for COBRA continuation coverage for you (and, to the extent covered immediately prior to the date of your termination, your spouse and dependents) with respect to dental insurance for a period of 12 months following the date of your termination. • You will be entitled to reimbursement of any medical, vision, or dental expenses incurred by you (and, to the extent covered immediately prior to the date of your termination, your spouse and dependents) which are not covered by Safeguard’s medical, vision and/or dental insurance for a period of 12 months following the date of your termination. No such reimbursement will be made to the extent such expenses exceed $5,000, in the aggregate, per calendar year. • You will be entitled to reimbursement of the cost of life insurance coverage under the universal life insurance policy which was purchased by Safeguard, in your name, during your employment (“Executive Insurance Policy”) for a period of 12 months, based on Safeguard’s monthly cost of such coverage on your termination date. Such reimbursement will only be made to the extent you continue to pay the premiums for such Executive Insurance Policy and thereafter submit to Safeguard the paid ▇▇▇▇ for your Executive Insurance Policy. • On or before the end of the second calendar year beginning after your termination of employment, Safeguard will reimburse you for up to $20,000 for documented outplacement services or office space which you secure within such time period. • You will be reimbursed promptly for all your reasonable and necessary business expenses incurred on behalf of Safeguard prior to your termination date in accordance with Safeguard’s customary policies. • If you experience a Change of Control Termination as described above, (A) you will become fully vested in all of your outstanding stock options and you may exercise (i) those stock options that were subject to time-based vesting during the 36-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (ii) those stock options that were subject to market-based vesting during the 24-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (B) you will become fully vested in all of your outstanding restricted stock awards and deferred stock units, if any. • If you experience a Severance Termination as described above, (A) you will become fully vested in your outstanding time-based stock options that were subject to time-based vesting and you may exercise those stock options during the 36-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), (B) you may exercise your vested outstanding market-based options during the 12-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (C) the Board, in its discretion, may accelerate the vesting of any restricted stock grants and deferred stock units, if any. All compensation and benefits described in this New Agreement will be offered in return for and contingent on your execution, non-revocation and performance of the General Release and Agreement substantially in the form attached to this New Agreement as Exhibit A. Upon your termination of employment with Safeguard in connection with a change of control, as discussed above, if it is determined that any payment or distribution by Safeguard of benefits provided under this New Agreement or any other benefits due upon a change of control (the “Change of Control Benefits”) would constitute an “excess parachute payment” within the meaning of Section 280G of the Code that would be subject to an excise tax under Section 4999 of the Code (the “Excise Tax”), the following provisions will apply, unless provided otherwise in the applicable plan, program or agreement that provides change of control payments that are not paid pursuant to this New Agreement. If the Company terminates Employee’s employment with aggregate present value to you of receiving the Company without Cause Change of Control Benefits and paying the Excise Tax is not greater than the aggregate present value to you of the Change of Control Benefits reduced to the safe harbor amount (as defined below), then Safeguard will reduce the Change of Control Benefits such that the aggregate present value to you of receiving the Change of Control Benefits is equal to the safe harbor amount. Otherwise you will receive the full amount of the Change of Control Benefits and you will be responsible for payment of the Excise Tax. For purposes of this paragraph “present value” will be determined in accordance with Section 6(c280G(d)(4) prior of the Code and the term “safe harbor amount” will mean an amount expressed in the present value that maximizes the aggregate present value of the Change of Control Benefits without causing any of the Change of Control Benefits to be subject to the expiration deduction limitations set forth in Section 280G of the Initial TermCode. All determinations made pursuant to the foregoing paragraph will be made by a professional advisor selected by Safeguard (the “Professional Advisor”), which firm will provide its determinations and any supporting calculations both to Safeguard and to you within 10 days of the Company shall termination date. Any such determination by the Professional Advisor will be binding upon you and Safeguard. You will then, in your sole discretion, determine which and how much of the Change of Control Benefits will be eliminated or reduced consistent with the requirements of the foregoing paragraph. All of the fees and expenses of the Professional Advisor in performing the determinations referred to above will be borne solely by Safeguard. Except as otherwise specifically provided in the section entitled “Severance Termination and Change of Control”, and subject to the requirements of the section entitled “Section 409A Compliance” below, Safeguard will pay Employee a severance payment an amount equal to twelve months you the lump sum payments described above within 45 days of Employee’s Base Salary as in effect on the your date of termination, subject to subsections your execution and non-revocation of the General Release and Agreement (cwhich will be substantially in the form attached as Exhibit A to this New Agreement, but with such changes, if any, as recommended by Safeguard’s counsel) and (d). (b) If during Non-Competition Agreement and such agreements have become effective. Safeguard will prepare the Term final release within five business days of this Agreement there is a CC Termination, then the Employee your termination of employment. You will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans have 21 days in which Employee is to consider the release although you may execute it sooner. Please note that the release has a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months rescission period of Employee’s Base Salary in effect on date of such CC Termination (or, seven days after which it becomes effective if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) not revoked. All other payments will be made in a lump sum within sixty (60) days to you on the next regularly scheduled payroll date after the date Employee’s employment is terminated giving rise on which they become due. Except with respect to such Severance Payment pursuant amounts subject to Section 7(a) or (b); provided that Employee executes and delivers delayed payment because of the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under application of Section 409A of the Code and (as described in the Severance Payment constitutes section entitled “nonqualified deferred compensation” that is subject to Section 409A Compliance” below ), Safeguard will pay interest on late payments at the prime rate at Safeguard’s agent bank plus two percent compounded monthly. In addition, Safeguard will pay all reasonable costs and expenses (including reasonable attorney’s fees and all costs of the Code, the Severance Payment arbitration) incurred by you to enforce this New Agreement or any obligation hereunder. Such payments will be made to you within 60 days of the date the expense is incurred but in no event later than the date which is on or before the Companylast day of the calendar year following the year in which the expense is incurred. In this New Agreement, the term “cause” means (a) your failure to adhere to any written Safeguard policy if you have been given a reasonable opportunity to comply with such policy or cure your failure to comply (which reasonable opportunity must be granted during the ten-day period preceding termination of this New Agreement); (b) your appropriation (or attempted appropriation) of a material business opportunity of Safeguard, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of Safeguard; (c) your misappropriation (or attempted misappropriation) of any Safeguard fund or property; or (d) your conviction of, or your entering a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment. In this New Agreement, the term “good reason” means (i) your assignment (without your consent) to a position, title, responsibilities, or duties of a materially lesser status or degree of responsibility than your current position, responsibilities, or duties; provided, however, that a mere change in your area of responsibilities will not constitute a material change if you are reasonably suited by your education and training for such responsibilities and you remain Senior Vice-President and General Counsel of Safeguard; (ii) a reduction of your base salary; (iii) the relocation of Safeguard’s first payroll payment date that principal executive offices to a location which is more than six 30 miles away from the location of Safeguard’s principal executive offices on the date of this New Agreement; or (6iv) months Safeguard’s material breach of this New Agreement. Notwithstanding the Severance Payment foregoing, no event or condition described in clauses (i) through (iv) will constitute good reason unless (a) you give Safeguard written notice of your intention to terminate your employment for good reason and the grounds for such termination, (b) the notice described in (a) is otherwise payable pursuant provided within 90 days after the event giving rise to this Agreement. the good reason termination occurs, and (dc) Employee acknowledges and agrees such grounds for termination (if susceptible to correction) are not corrected by Safeguard within 30 days after its receipt of such notice. If Safeguard does not correct the Severance Payment ground(s) for termination during the 30-day period following your notice of termination, your termination of employment for good reason must become effective within 90 days after the end of the cure period in order for your termination to which the Employee is entitled be treated as a “good reason” termination under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this New Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to your termination occurs more than 90 days after the Company any portion end of the Severance Payment that has been paid cure period, such termination will be treated as a voluntary termination other than for “good reason” and you will not be entitled to him pursuant to Section 7severance benefits under this New Agreement.

Severance. (aSubject to Section 2(d) If herein, the Company terminates Employeetermination of Executive’s employment with on the Company without Cause Termination Date in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term 1 of this Agreement there is will constitute a CC Termination“termination without Cause” (as defined in the Employment Agreement), then and, in full satisfaction of the Employee Company’s obligations under Sections 4 and 5 of the Employment Agreement, Executive will be entitled to a the severance payments and benefits specified in the Employment Agreement, consisting of (i) payment of Executive’s base salary through the Termination Date, (ii) payment of any unreimbursed Business Expenses (as defined in addition the Employment Agreement), including any automobile expenses covered by Section 4(d)(ii) of the Employment Agreement, incurred and paid by Executive up to and including the Termination Date, (iii) payment of any other rights and other amounts vested compensation or benefits payable to Executive based on the Employee under Company express terms of the Company’s compensation or benefit plans or programs and Executive’s participation therein (clauses (i), (ii), and (iii) herein collectively the “Accrued Amounts”, with such amounts or benefits paid or provided in which Employee is a participantaccordance with Section 5(a)(x) of the Employment Agreement), but without duplication for any amounts due to Employee pursuant to Section 7(a)(iv) payable cash severance paid in a lump sum within thirty (30) days following the Termination Date in cash in an the amount of $3,762,950.41, which is equal to the sum of: (ix) twelve months one hundred percent (100%) of EmployeeExecutive’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect base salary accrued and paid during the three year period ending on 24 months immediately preceding the date of such CC Termination), Termination Date and (iiy) fifty percent (50%) of the Employee’s Average Annual Bonusaggregate cash incentive compensation paid to Executive in U.S. dollars, subject with respect to subsections the 2016 and 2017 calendar years (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a the “Severance Payment”), (v) will be made subject in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant all respects to Section 7(a4(d)(iii) or (b); provided that Employee executes and delivers any such modification is generally applicable to similarly-situated executives of the release contemplated by Section 7(dCompany) and such release becomes effective Section 13(f) of the Employment Agreement (except with respect to directors and irrevocable. If such sixty (60) day period spans two calendar yearsofficers liability insurance which shall be provided in all events), the Severance Payment will be made in the second calendar year. HoweverCompany shall make available to Executive, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on at the Company’s first payroll payment date cost and expense, continued participation in the Company’s life insurance, disability insurance, directors and officers liability insurance, health and accident plans (including medical, dental and vision plans) and any other welfare, fringe or employee benefit plans Executive was participating in immediately prior to the Termination Date (collectively, the “Welfare Benefits”) for a period beginning on the Termination Date and continuing for at least 24 months or, if earlier occurring, such time as Executive obtains other employment that is more than six (6) months provides Executive with benefits at least as favorable to Executive as the Severance Payment is otherwise payable pursuant Welfare Benefits. Notwithstanding anything to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under contrary set forth in this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years2(a), the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment or Welfare Benefits that has been is considered nonqualified deferred compensation under Code Section 409A on the Termination Date shall not be made or provided until the date which is the earlier of (A) Monday, September 3rd, 2018, and (B) the date of the Executive’s death, to the extent required under Code Section 409A, following which date, all payments and benefits so delayed shall be paid or reimbursed to him pursuant the Executive (or upon his death, to Section 7his estate) in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

Severance. If (i) Peoples’ Bank does not renew this Agreement at the end of any applicable Term, (ii) Executive’s employment with Peoples Bank is terminated without Cause by Peoples Bank, PFIS or its successors during the Term, but after the date Executive is promoted to CEO of PFIS and Peoples Bank, or (iii) if Executive resigns for Good Reason, in each case other than with a Change in Control Termination Severance, Peoples Bank or its successors shall: (a) If pay to Executive a total severance payment equal to (x) two years base salary at the Company terminates Employeehighest rate in effect during the twelve (12) month period immediately preceding Executive’s last day of employment with plus (y) the Company without Cause average cash award paid to Executive over the last three preceding years from the Executive Incentive Plan (unless Executive is employed for less than three years, in accordance with which case the amount to be paid is the average during the period he was employed by Peoples Bank or his target amount for 2024, if employed less than one year) (“Severance”). (b) pay any Severance due Executive pursuant to Section 6(c5.8(a) in installments over twenty-four (24) months on the same schedule as he was paid immediately prior to the expiration date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated; except that, if Executive is terminated within 21 days prior to the end of any calendar year, no severance payments will be made until the beginning of the Initial Termnext calendar year. In the event of the Executive’s death during the period of time while he is receiving Severance, Executive’s estate will be paid the Company remaining component of Severance to which the Executive is entitled under the terms of this Agreement. In the event Executive breaches any provision of Section 6 of this Agreement, Executive’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall pay Employee thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Executive’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Executive at no charge, during the period that Executive is receiving Severance payments as described in this Section 5.8, with a severance payment an amount equal to twelve months continuation of Employee’s Base Salary as medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination, subject termination of the Executive’s employment and including any dependents being covered by the Executive on the date of his termination who remain eligible for medical benefits under the terms of Peoples Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Executive is no longer an employee of Peoples Bank or it is not in the Bank’s best interests to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable provide such benefits due to the Employee under Company plans applicable nondiscrimination requirements set forth in which Employee is Section 1001 of the Patient Protection and Affordable Care Act, as amended, a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an dollar amount equal to the sum of: after-tax cost (iestimated in good faith by the Bank) twelve months of Employee’s Base Salary in effect on date of obtaining such CC Termination benefits, or substantially similar benefits, shall be paid to the Executive within thirty (or, if greater, the highest Base Salary in effect during the three year period ending on 30) days following the date of such CC Termination)termination, and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (on a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B determined by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7Bank.

Severance. (a) If the Company terminates Employee’s employment with Term is terminated by the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Termfor Cause, the Company shall and the LLC will pay Employee a severance payment to the Executive an aggregate amount equal to twelve months of Employee’s Base Salary as in effect on the Executive's accrued and unpaid base salary through the date of such termination, subject and all unvested options will terminate immediately and any vested options issued pursuant to subsections the Company's Incentive Plan and held by the Executive at termination, will expire ninety (c90) and (d)days after the termination date. (b) If during the Term is terminated by the Executive other than because of death, Disability or for Good Reason, the Company and the LLC will pay to the Executive an aggregate amount equal to the Executive's accrued and unpaid base salary through the date of such termination, and all unvested options will terminate immediately and any vested options issued pursuant to the Company's Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (c) If the Term is terminated upon the Executive's death or Disability, the Company and the LLC will pay to the Executive's estate or the Executive, as the case may be, a lump sum payment equal to the Executive's base salary through the termination date, plus a pro rata portion of the Executive's bonus for the fiscal year in which the termination occurred. In addition, the Company will make payments for one (1) year of all compensation otherwise payable to the Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits. In addition, all of the Executive's unvested stock options will immediately vest and such options, along with those previously vested, will become exercisable for a period of one (1) year thereafter . (d) Subject to Section 5(f) hereof, if the Agreement there is not renewed by the Company in accordance with Paragraph 1, the Company and the LLC shall pay the Executive a CC Terminationlump sum equal to the product of (x) one (1) times the sum of (A) the Executive's then annual base salary and (B) the amount of the Executive's bonus for the preceding year. In addition, all of the Executive's unvested stock options will immediately vest and such options, along with those previously vested, will become exercisable for a period of one (1) year thereafter, and the Company shall continue in effect the Executive's health insurance benefits until the earlier of (x) one (1) year from the end of the term or (y) the date on which the Executive obtains health insurance coverage from a subsequent employer. (e) Subject to Section 5(f) hereof, if the Term is terminated by the Company without Cause or other than by reason of his death or Disability, in addition to any other remedies available, or if the Executive terminates the Term for Good Reason, the Company and the LLC shall pay the Executive a lump sum equal to the product of (x) one (1) times the sum of (A) the Executive's then annual base salary and (B) the Employee amount of the Executive's bonus for the preceding year. In addition, all of the Executive's unvested stock options will be entitled to immediately vest and such options, along with those previously vested, will become exercisable for a severance payment period of one (1) year thereafter, and the Company shall continue in effect the Executive's health insurance benefits until the earlier of (x) one (1) year from the end of the term or (y) the date on which the Executive obtains health insurance coverage from a subsequent employer. (f) If, within eighteen (18) months following a Change in Control, the Term is terminated by the Executive for Good Reason, or by the Company without Cause, or if the Agreement is not renewed by the Company in accordance with Paragraph 1, in addition to any other rights and other amounts payable to which the Employee Executive may have under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greaterlaw or otherwise, the highest Base Salary Executive shall receive the same payments and benefits provided for under Section 5(e) hereof; provided, that the amount -------- of the multiplier described in effect during the three year period ending on the date clause (e) of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject Section 5 hereof shall be increased from one times to subsections (c) and (d)two times. (cg) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsAs used herein, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.term "Cause" means:

Severance. (a) If the Company terminates Employee’s employment with Term is terminated by the Company without Cause in accordance with Section 6(cfor Cause, (i) prior the Company and the Partnership will pay to the expiration of the Initial Term, the Company shall pay Employee a severance payment Executive an aggregate amount equal to twelve months of Employeethe Executive’s Base Salary as in effect on accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted shares will terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, subject to subsections will expire ninety (c90) and (d)days after the termination date. (b) If during the Term is terminated by the Executive other than because of death, Disability or for Good Reason, (i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted shares terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (c) If the Term is terminated upon the Executive’s death or Disability, (i) the Company and the Partnership will pay to the Executive’s estate or the Executive, as the case may be, a lump sum payment equal to the Executive’s base salary through the termination date, plus a pro rata portion of the Executive’s bonus for the fiscal year in which the termination occurred; (ii) the Company will make payments for one (1) year of all compensation otherwise payable to the Executive pursuant to this Agreement there Agreement, including, but not limited to, base salary, bonus and welfare benefits; and (iii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter. (d) Subject to Section 5(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of Executive’s death or Disability, in addition to any other remedies available, or if the Executive terminates the Term for Good Reason, (i) the Company and the Partnership shall pay the Executive a CC Terminationlump sum equal to the product of (x) one (1) times the sum of (A) the Executive’s then annual base salary and (B) the amount of the Executive’s bonus for the preceding year, then or in the Employee case of the initial year of the Executive’s employment, the bonus amount will be entitled to $157,500; (ii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested, will become exercisable for a severance payment period of one (1) year thereafter; and (iii) and the Company shall continue in effect the Executive’s health insurance benefits until the earlier of (x) one (1) year from the end of the term or (y) the date on which the Executive obtains health insurance coverage from a subsequent employer. (e) If, within eighteen (18) months following a Change in Control, the Term is terminated by the Executive for Good Reason, or by the Company without Cause, or if the Agreement is not renewed by the Company in accordance with Section 1, in addition to any other rights and other amounts payable to which the Employee Executive may have under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greaterlaw or otherwise, the highest Base Salary Executive shall receive the same payments and benefits provided for under Section 5(d) hereof; provided, that the amount of the multiplier described in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and clause (d)) of Section 5 hereof shall be increased from one times to one and one-half (1 1/2) times. (cf) Any severance payment payable to Employee If at any time the Term is not extended pursuant to the proviso to Section 1 hereof as a result of the Company giving notice thereunder that it elects to permit the term of this Section 7 (a “Severance Payment”) will Agreement to expire without extension, the Company shall be made in a lump sum within sixty (60) days after deemed to have terminated the date EmployeeExecutive’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementwithout Cause. (dg) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsAs used herein, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.term “Cause” means:

Severance. (a) If In the event that the Company terminates EmployeeExecutive’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial TermCause, the Company shall will (x) pay Employee to Executive, in equal installments over a severance payment period of twelve (12) months and consistent with past payroll practices, an amount equal to twelve months the greater of Employee(i) Executive’s then current Base Salary, or (ii) Executive’s Base Salary as in effect on the date of terminationhereof (in each case without giving effect to any bonuses or fringe benefits to which Executive may be entitled) (the “Severance Period”), subject to subsections (c) and (d)y) provide Executive (and Executive’s spouse and dependants) a lifetime travel pass for Company’s flights, enabling Executive (and Executive’s spouse and dependants) to travel (free of charge) in any class of service that is available at the time of reservation, if and only if Executive has executed and delivered to the Company a General Release in form and substance substantially similar to Exhibit A attached hereto and, then, only if Executive has not breached any provision of Section 6, Section 7 or Section 8 hereof. (b) If during In the Term of this Agreement there is event Executive ceases to be employed by the Company for any reason other than a CC Terminationtermination by the Company without Cause, then the Employee will Executive shall be entitled to a severance payment receive only his Base Salary (in addition without giving effect to any bonuses or fringe benefits to which Executive may be entitled) through the Termination Date, and Executive shall not be entitled to any other rights and other amounts payable to salary, compensation or benefits from the Employee under Company plans in which Employee is a participant, but without duplication for or any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)its affiliates thereafter. (c) Any severance payment Except as otherwise expressly provided herein, all of Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder which accrue or become payable to Employee pursuant to after the Termination Date shall cease upon such date (other than those expressly required under applicable law, such as COBRA, and accrued but unpaid vacation time, which shall be paid within thirty (30) days following the Termination Date). The Company may offset any amounts Executive owes the Company against any amounts the Company owes Executive hereunder. (d) Notwithstanding any other provision of this Section 7 5, in the event Executive is terminated without Cause, resigns, dies, or becomes disabled and the Board has, at or prior to the time of such termination, resignation, death or disability, awarded a bonus to Executive which the Company has not yet paid, the Company shall, within thirty (a “Severance Payment”) will be made in a lump sum within sixty (6030) days after the date Employee’s employment is terminated giving rise of such termination, resignation, death or disability, pay such awarded bonus to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this AgreementExecutive. (de) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 For purposes of this Agreement, he will immediately return “Cause” shall mean (i) the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any portion of its subsidiaries or any of their customers or suppliers, (ii) failure to perform duties of the Severance Payment that has been paid office held by Executive as directed by the Board or the CEO, following written notice of such failure by the Board or the CEO to him pursuant Executive and a failure by Executive, within the ten business (10) days, to cure such failure, (iii) gross negligence, fraud or willful misconduct with respect to the Company or any of its affiliates, and/or (iv) any breach of Section 76, Section 7 and/or Section 8 of this Agreement.

Severance. (a) If the Company terminates Employee’s employment with is terminated by the Company without Cause or by Employee for Good Reason within twenty-four (24) months following a Change in accordance with Section 6(c) prior Control, Employee shall be entitled to the expiration receive, in lieu of any severance benefits to which Employee may otherwise be entitled under any severance plan or program of the Initial TermCompany, the benefits provided below: (i) The Company shall pay to Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Employee is entitled under any compensation plan or practice of the Company at the time of termination, subject to subsections (c) and (d).; (bii) If during the Term of this Agreement there is a CC TerminationSubject to Employee’s continued compliance with Section 3, then the Employee will shall be entitled to a receive severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash pay in an amount equal to the sum of: : (iA) twelve months of Employee’s Base Salary monthly base salary as in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on immediately prior to the date of such CC Termination)termination for twelve (12) months period following the date of termination, and plus (iiB) An amount equal to the greater of (A) Employee’s Average Annual Bonusmaximum target bonus for the fiscal year during which the date of termination occurs or (B) Employee’s maximum target bonus for the fiscal year during which the Change in Control occurs, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty five (605) days after following the effective date of Employee’s Release, but in no event later than two and one-half (2 ½) months following the last day of the calendar year in which the date of Employee’s termination of employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.occurs; (diii) Employee acknowledges and agrees the Severance Payment Subject to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Section 3, Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return shall be entitled to receive a lump sum cash payment equal to (A) twelve (12) multiplied by (B) the monthly premium Employee would be required to pay for continuation coverage pursuant to the Company any portion Consolidated ​ Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Employee and his or her eligible dependents who were covered under the Company’s health plans as of the Severance Payment date of Employee’s termination such that has been paid Employee’s premiums are the same as for active employees (calculated by reference to him the premium as of the date of termination) (provided that Employee shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to Section 7COBRA, including, without limitation, his or her election of such coverage and his or her timely payment of premiums), which payment shall be paid within five (5) days following the effective date of Employee’s Release, but in no event later than two and one-half (2 ½) months following the last day of the calendar year in which the date of Employee’s termination of employment occurs; and (iv) The vesting and/or exercisability of any outstanding unvested portions of Employee’s Stock Awards shall be automatically accelerated on the effective date of Employee’s Release; provided, however, that, any Stock Awards that vest in whole or in part based on the attainment of performance-vesting conditions shall be governed by the terms of the applicable Stock Award agreement. In addition, Employee’s Stock Awards may be exercised by Employee (or Employee’s guardian or legal representative) until (A) the date that is nine (9) months following the date of termination, or (B) such longer period as may be specified in the applicable stock award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. Notwithstanding the foregoing, in the event the Stock Award agreement or the equity plan pursuant to which the Stock Awards were granted provides for more favorable treatment of Employee’s Stock Awards, nothing in this Agreement is intended to limit Employee’s right to such more favorable treatment as provided in such Stock Award agreement or equity plan.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration In further consideration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term entering into of this Agreement there is a CC Terminationby Employee, then the Dale▇▇ ▇▇▇ees to entitle Employee will be entitled to a severance payment pay benefit based upon base salary dependent upon the duration of Employee's employment with Dale▇▇, ▇▇termined as follows: a) One hundred and eighty days (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)180) payable or less of employment will result in a lump sum in cash in an amount severance benefit equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and salary subject to a six (6) month Non-Compete period; b) Employment beyond one hundred and eighty days (180) of employment will result in a severance benefit equal to twelve (12) months salary subject to a twelve (12) month Non-Compete period; c) The Company reserves the Employee’s executing and delivering right to waive the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the releaseNon-Compete period. If such fortyDTI waives the Non-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid Compete Period in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company its entirety or any portion of it, there shall be no severance benefit paid for the Severance Payment period that has been paid waived. Dale▇▇ ▇▇▇ll pay the foregoing severance benefit in accordance with payroll policies in effect at the time of separation. Employee shall not be entitled to him pursuant any severance benefit if terminated by Dale▇▇ "▇▇r cause" or if Employee voluntarily resigns from his or her employment with Dale▇▇ ▇▇▇ject to the provisions of the Non-Compete period in Section 72(c). As used in this Agreement determination "for cause" shall be defined as termination of Employee by Dale▇▇ ▇▇ the event Employee has been convicted of any felony or, in the case of other crimes, involving moral turpitude or dishonesty, or for any breach by Employee of any agreement with Dale▇▇ ▇▇ of its employment or business policies (including without limitation theft or misuse of company property), or for any other act or omission by Employee which does not fit into the previous categories but which Dale▇▇ ▇▇ good faith believes has occurred to its detriment and about which Employee has received at least one (1) written warning by Dale▇▇ ▇▇▇ despite such prior written warning, employee has a second occasion committed such act or omission.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee a. Employees who are laid off will be entitled to a severance payment pay of four (in addition to any other rights and other amounts payable 4) weeks’ regular pay plus one (1) week’s regular pay for every year of service with ▇▇▇ up to the Employee under Company plans beginning of the fifth year and two (2) weeks’ regular pay for every year of service with ▇▇▇ thereafter. Calculation of the severance pay related to ▇▇▇ service will be done on a pro rata basis. b. The laid off employee will have recall rights in accordance with Article 33 (▇▇▇▇▇▇ and Recall) of this Agreement. c. If an employee resumes employment with ▇▇▇ during the number of weeks for which Employee severance has been paid (“the severance period”), the employee will reimburse ▇▇▇ for that portion of the severance pay corresponding to the remaining number of weeks in the severance period. d. Except where the termination or resignation in lieu of termination is a participantbased on egregious misconduct, but without duplication for any amounts due employees who are terminated or who elect to Employee pursuant resign in lieu of termination will be entitled to Section 7(a)two (2) payable weeks of severance pay. ▇. ▇▇▇▇▇▇▇▇▇ pay will be paid in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)sum, and (ii) the Employee’s Average Annual Bonus, subject employee will cease to subsections (c) and (d)be an active employee as of the end of the last day actually worked. f. ▇▇▇ will afford employees the opportunity to continue health insurance at their expense in accordance with the Comprehensive Omnibus Budget Reconciliation Act (cCOBRA). Based on years of seniority using the following schedule, ▇▇▇ will pay the employee’s COBRA premium unless the employee obtains insurance coverage through a new employer or otherwise: Employees with less than two (2) Any severance payment payable to Employee pursuant to this Section 7 years 2 months Employees with two (a “Severance Payment”2) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more but less than six (6) years 3 months Employees with six (6) years or more 4 months g. In the Severance Payment is otherwise payable pursuant event of the death of an employee entitled to this Agreementseverance pay, ▇▇▇ will make the severance payment to the estate of the deceased employee, unless the employee had designated a beneficiary to ▇▇▇ in writing, in which event the payment will be made to such beneficiary. (d) Employee acknowledges h. ▇▇▇ and agrees the Severance Payment to which the Employee is entitled WBNG will notify each employee receiving severance pay under this Section 7 Article and/or under Article 33 (▇▇▇▇▇▇ and ▇▇▇▇▇▇) of this Agreement that the employee is conditioned upon not entitled to receive unemployment compensation during the number of weeks for which he or she is receiving severance pay. i. To the extent allowed by the governing Plan Documents and subject applicable law, (1) severance payments will be considered earnings for purposes of the ▇▇▇ 401(k) Plan; and (2) the employee may cease contributions to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7401(k) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion plan on receipt of the Severance Payment that has been paid to him pursuant to Section 7layoff notice.

Severance. (a) If During the Company terminates EmployeeTerm, if within 18 months after a Change in Control, the Executive’s employment with is terminated by the Company Employers without Cause as provided in accordance with Section 6(c3(d) prior to or the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary Executive terminates her employment for Good Reason as provided in effect on the date of termination, subject to subsections (c) and (dSection 3(e). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled Employers shall pay the Executive her Accrued Benefit. The Employers shall also pay the Executive her Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to a severance payment (in addition to any other rights and other amounts payable executives under Section 2(b). Subject to the Employee under Company plans in which Employee is a participantsatisfaction of the Release Condition, but without duplication for any amounts due to Employee pursuant to Section 7(a)all within 60 days from the Date of Termination, (i) payable in the Employers shall pay the Executive a lump sum in cash in an amount equal to 2.25 times the sum of: of (iA) twelve months of Employeethe Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on date the Date of such CC Termination (oror the Executive’s Incentive Compensation determined immediately prior to the Change in Control, if greaterhigher); and (ii) if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the highest Base Salary Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (A) 18 times the amount of monthly employer contribution that the Employers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and her dependents in effect during the three year period ending month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the date Executive’s behalf for 18 months from the Date of such CC Termination), Termination if the Executive had remained employed by the Employers; and (iii) the amounts payable under Subsections (i) and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will shall be made paid in a lump sum within sixty (60) 60 days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b)Date of Termination; provided provided, however, that Employee executes and delivers if the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) -day period spans two begins in one calendar years, the Severance Payment will be made year and ends in the a second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will amounts shall be paid in the second calendar year. Employee’s right to year by the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8last day of such 60-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7day period.

Severance. In exchange for and conditioned upon Employee’s continued employment through December 31, 2011 and execution of a Supplemental Release within two weeks of the Separation Date, the form of which is attached hereto as Exhibit A (a) If the “Supplemental Release”), the Company terminates agrees to: a. pay Employee a lump sum equivalent to one (1) year of Employee’s employment base salary, for a total of Two Hundred Ninety Thousand Dollars ($290,000), less applicable withholding (the “Severance Payment”) within ten (10) business days after the Effective Date of the Supplemental Release; b. subject to the Compensation Committee’s approval, Employee’s vesting with respect to those unvested Options outstanding as of the Separation Date shall accelerate so that all Options shall be considered fully vested on January 1, 2012, and that all Options shall remain exercisable for a period of twelve (12) months following the Separation Date, but in no event past the expiration date of each Option. All shares of Company common stock, and each Option, shall continue to be subject to all other terms of the applicable Stock Option Agreement; c. reimburse Employee for the payments Employee makes for COBRA coverage for a period of six (6) months from the Separation Date, or until Employee has secured other employment, whichever occurs first, provided Employee timely elects and pays for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA (“COBRA Reimbursements”). COBRA Reimbursements shall be made by the Company to Employee consistent with the Company without Cause in accordance with Section 6(c) prior Company’s normal expense reimbursement policy, provided that Employee submits documentation to the expiration Company substantiating his payments for COBRA coverage. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the COBRA Reimbursements without violating applicable law (including, without limitation, Section 2716 of the Initial TermPublic Health Service Act), the Company shall pay in lieu thereof provide Employee a severance payment taxable lump sum payment, within fifteen (15) calendar days following the Separation Date, in an amount equal to twelve months of the total COBRA premium that Employee would be required to pay to continue Employee’s Base Salary as group health plan coverage under COBRA at the rate in effect on the date of termination, subject to subsections (c) and (d)the Separation Date. (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. In the event of a termination of this Agreement by the Company without Just Cause, due to Total Permanent Disability or due to the death of the Executive, or by the Executive for Good Reason, then the Executive or the Executive’s heirs will be entitled to: (a) If unpaid compensation and benefits described in Section 2 earned up to the Company terminates Employee’s termination date to be paid within 10 days of termination; (b) a lump sum payment (less all deductions required by law such as income taxes) equal to the then current Base Salary set out in Section 2.1 multiplied by two to be paid within 10 days of termination; (c) the continuation of health and welfare benefits described in Section 2.4, for a period terminating on the earlier of (i) the date the Executive obtains employment with the Company without Cause in accordance with Section 6(canother company, and (ii) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on two years from the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges despite anything to the contrary set out in The Bonus Stock and agrees Bonus Stock Option Incentive Plan (Schedule “A”): (i) all restrictions, including escrow restrictions, satisfaction of milestones on Bonus Stock issued to the Severance Payment Executive will cease and the Executive will have clear title to which the Employee is entitled under this Section 7 is conditioned upon and Bonus Stock subject to no further restrictions or contingencies, and (ii) all Bonus Stock Options granted as of the Employee’s executing and delivering the general release date of claims termination will immediately vest in the form attached hereto as Exhibit B Executive (and all milestones shall be deemed satisfied), and may be exercised on any date between the date of termination and a date which is 36 months from the date of termination. (e) The Company shall reimburse within 10 days of incurrence, to the full extent provided by law, all legal fees and expenses that the Executive, the Executive’s legal representatives or the Executive’s family may reasonably incur or face arising out of or in connection with this Agreement (but this Agreement only), including any litigation concerning the validity or enforceability of, or liability under, any provision of this Agreement or any action by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsExecutive, the Severance Payment will be paid Executive’s legal representatives or the Executive’s family to enforce his or their rights under the Agreement (but this Agreement only), provided that the Executive prevails in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7such litigation.

Severance. If, during the Term, other than within twelve (12) months following a Change in Control, the Executive experiences a Termination of Employment, either (a) If by the Company terminates Employee’s employment with the Company Employer without Cause in accordance with pursuant to Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d4.1(a)(2). ; or (b) If during by the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication Executive for any amounts due to Employee Good Reason pursuant to Section 7(a4.1(b)(2), then, upon her Termination of Employment, the Employer will pay in lieu of any severance payment applicable under any general severance policy (which Executive acknowledges she is not eligible for due to this Agreement) payable in a lump sum in cash severance to the Executive in an amount equal to the sum of: one (i1) twelve months of Employee’s times her Annual Base Salary then in effect on date (the “Severance Pay”), with such amount payable in substantially equal cash installments not less frequently than monthly over the twelve-month period following Executive’s Termination of such CC Termination Employment (orthe “Severance Payment Period”). So long as the Executive complies with the requirements of Sections 5.2, if greater5.3, 6, 7 and 8 of this Agreement, the highest Base Salary in effect during the three year period ending Severance Pay shall commence on the date of such CC Termination), and first payroll period (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Initial Payment”) will be made in a lump sum within sixty (60) days occurring on or after the date Employee60th day following the Executive’s employment is terminated giving rise to such Termination of Employment (the “Severance Delay Period”). The Initial Payment pursuant to Section 7(a) or (b); provided that Employee executes shall include payment for any payroll periods which occur during the Severance Delay Period and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, remaining Severance Pay shall continue until the expiration of the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and Period subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 provisions of this Agreement. If Employee breaches the Executive shall be entitled to receive Severance Pay pursuant to this Section 4.2, then, in addition to any of his obligations in Sections 8-11 of this Agreement, he will immediately return Severance Pay payable to the Company any portion of the Severance Payment that has been paid to him Executive pursuant to this Section 7.4.2, the Employer shall, until such time as the Executive is eligible for Medicare, or some similar health care coverage provided by state or federal governments, or eligible to participate in or be covered by the health plans of any employer other than the Employer, pay on the Executive’s behalf, or reimburse the Executive, for the cost of COBRA premiums incurred by the Executive for her individual health coverage for the twelve (12) months following Termination of Employment (with any additional amounts incurred to procure family coverage being the sole responsibility of the

Severance. (a) If Subject to Section 1(b), Annex B and the Company terminates Employee’s other terms and conditions of this letter agreement, in the event that, during the Termination Period, your employment with the Company is terminated without Cause or you resign for Good Reason (any such termination during the Termination Period, a “Qualifying Termination”), in addition to any unpaid salary, accrued but unpaid bonus for the year preceding the year of termination, and vested benefits (including, but not limited to, reimbursement for reimbursable business expenses incurred prior to such termination, unused vacation, and unused sick days) owed to you as of the date of such termination, you (or in the event of your death following a Qualifying Termination, your beneficiary) shall be entitled to: (i) a severance payment (“Severance Payment”) equal to: (A) in the case of a Qualifying Termination during Protection Period One, 1.5 times of the sum of (x) your then annual base salary and (y) your target bonus for the year of termination, which Severance Payment shall be paid to you, with respect to the salary component, in substantially equal installments in accordance with the Company’s regular payroll policies over a period of eighteen (18) months following the date of such termination, and with respect to the bonus component, in a lump sum; or 2750/70442-001 CURRENT/81215729v7 2750/70442-001 CURRENT/81215729v8 (B) in the case of a Qualifying Termination during Protection Period Two, 1.0 times of the sum of (x) your then annual base salary and (y) your target bonus for the year of termination, which Severance Payment shall be paid to you, with respect to the salary component, in substantially equal installments in accordance with the Company’s regular payroll policies over a period of twelve (12) months following the date of such termination (such twelve (12) month period with respect to Protection Period Two and the eighteen (18) month period described in Section 6(c1(a)(i)(A) with respect to Protection Period One, each a “Severance Period”), and with respect to the bonus component, in a lump sum; (ii) a monthly payment of an amount equal to the monthly premiums for continuation coverage under the Company’s group health plans (in which you and your applicable covered dependents participated immediately prior to your Qualifying Termination) for the period beginning on your employment termination date and ending on the earlier of (x) the expiration of the Initial Termapplicable Severance Period and (y) the date you become eligible for group health insurance coverage through a new employer (the “COBRA Payments”) (subject to your timely completion and submission of the necessary election forms, and further subject to your co-payment of the monthly premiums (if any) at the applicable active employees’ rate and any administrative fee); provided that if such continuation coverage violates federal non-discrimination laws or rules applicable to such group health insurance plan(s) in a manner that adversely affects the Company shall pay Employee or any of its affiliates, as reasonably determined by the Company in its sole discretion, you and the Company will work together to identify an alternative arrangement that provides substantially the same economic benefit as these COBRA Payments without any increase in cost to the Company; and (iii) vesting of each outstanding equity award granted to you by the Company that is listed in Annex C (“Equity Awards”), to the extent provided below (“Equity Vesting”): (A) except with respect to Equity Awards that are shares of restricted stock of the Company, for your unvested Equity Awards that have no performance requirements (“Time-Vested Awards”) and for your unvested Equity Awards that have performance requirements and/or milestones (“Performance-Vested Awards”) for which the performance requirements and/or milestones were satisfied as of the date of your Qualifying Termination, continued vesting during the applicable Severance Period (twelve or eighteen months, as the case may be under Section 1(a)(i)); 2750/70442-001 CURRENT/81215729v8 (B) with respect to Equity Awards that are shares of restricted stock of the Company for which performance requirements and/or milestones were satisfied or no performance requirements or milestones were required as of your Qualifying Termination, accelerated vesting of the portion of the shares of restricted stock that would have otherwise vested during the applicable Severance Period had you not had a severance payment an amount equal Qualifying Termination and had you continued to twelve be employed by the Company during the applicable Severance Period; (C) for your Performance-Vested Awards for which the performance requirements and/or milestones were not satisfied as of the date of your Qualifying Termination (other than the September 2016 performance-based restricted stock award subject to a performance milestone based on achievement of a specified quarterly revenue run rate target through June 30, 2018 (the “September 2016 RSA”), accelerated vesting of the portion of the Performance-Vested Awards that vest within six (6) months following your Qualifying Termination based on the actual achievement of Employee’s Base Salary as in effect the applicable performance requirements and/or milestones and without regard to any further time-based vesting requirement; and (D) for your September 2016 RSA, accelerated vesting of that award on the date of terminationthe actual achievement of the performance milestone by June 30, subject 2018 and without regard to subsections (c) any further time-based vesting requirement. Equity Awards that are not vested by the dates set forth above shall be forfeited and (d)cancelled in their entirety on such applicable dates. (b) If Notwithstanding anything herein to the contrary, the Company’s (or any of its affiliates’) obligations to pay you the Severance Payments, pay you the COBRA Payments, and provide you the Equity Vesting as described in Section 1(a)(iii) shall be conditioned upon your execution, delivery, and non-revocation of a valid and enforceable release of claims in favor of the Company and its affiliates that is substantially in the form attached hereto as Annex D (the “Release”) which Release, within 60 days after your termination date, has become effective and is no longer subject to revocation under applicable law. Subject to the foregoing and the provisions set forth herein, the Severance Payments and COBRA Payments will commence to be paid to you on the 61st day following your employment termination date, and shall include any Severance Payments and COBRA Payments that were otherwise scheduled to be paid prior thereto. Subject to the foregoing and the provisions set forth herein, vesting and forfeiture of Equity Awards shall be suspended during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsfollowing the date of your Qualifying Termination (“Suspension Period”), and such Equity Awards shall vest only (including those scheduled to vest during the Severance Payment will be made Suspension Period) at the end of and following the Suspension Period in accordance with Section 1(a)(iii) if you timely execute and do not revoke the second calendar yearRelease during the Suspension Period. However2750/70442-001 CURRENT/81215729v8 (c) Notwithstanding anything herein to the contrary, a Qualifying Termination shall occur only if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made such termination occurs on or following the Company’s first payroll payment hiring of a new Chief Executive Officer of the Company who is not currently employed by the Company (“New CEO”) or if such termination is in connection with, or otherwise related to the hiring of a New CEO. Any termination that occurs as a result of any action by the Company’s current Chief Executive Officer shall not be a Qualifying Termination under this letter agreement. Notwithstanding anything in this Section 1 to the contrary, in the event your employment is terminated by the Company without Cause or by you for Good Reason on or after the execution date that of this letter agreement but before the Commencement Date, and your termination follows, is more than six (6) months in connection with, or is otherwise related to, the hiring of a New CEO, you shall be deemed for purposes of this letter agreement to have had a Qualifying Termination on the Commencement Date and therefore entitled to the Severance Payment is otherwise payable pursuant Payments, COBRA Payments, and Equity Vesting under Section 1 (in addition to this Agreement. (d) Employee acknowledges and agrees any salary or bonus earned, health benefits provided, or Equity Award vesting from the Severance Payment date of your actual termination of employment to which the Employee is entitled under this Section 7 is conditioned upon and Commencement Date), subject to the Employee’s executing terms and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7conditions set forth therein.

Severance. A. Employee shall be entitled to severance pay of a lump sum payment equal to twelve (a12) If months’ Base Salary in the Company event that City either terminates Employee’s employment without cause or provides notice of nonrenewal of this Third Amended Agreement, consistent with the Company without Cause provisions of Section 9. In the event that the Parties mutually agree that Employee will thereafter continue employment as City Manager, the severance payment to Employee shall be reduced as provided for in accordance with Section 6(c) prior 9. The severance under this Third Amended Agreement shall be subject to the expiration restrictions set forth in Government Code section 53260. Said payment of severance pay shall be conditioned upon Employee signing a waiver and release agreement forever releasing and waiving any and all claims against the Initial Term, City in a form acceptable to the Company City. Employee shall pay Employee a receive the severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to payment minus all applicable deductions fifteen (15) business days after execution of the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (orwaiver and release agreement. Employee shall not receive any severance payments if she resigns, is terminated for cause, or if greater, a waiver and release agreement is not executed by the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)parties. (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after B. In the date event City terminates Employee’s employment is terminated giving rise without cause, Employer shall extend to such Severance Payment Employee the right to continue health insurance as may be required by and pursuant to Section 7(a) or (b); provided that Employee executes the terms and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A conditions of the Code and Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”). Employer agrees to pay Employee’s COBRA coverage for the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A same number of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to for which the Employee is entitled to severance pay under this Section, or until the Employee either secures full-time employment or obtains other health insurance, whichever of these events first occurs. Employee shall notify Employer within five days of securing new full-time employment or insurance. C. This Section 7 does not confer any property rights on Employee, as she remains an at-will employee. If Employer terminates Employee’s employment for cause (also terminating this Third Amended Agreement), Employee shall not be entitled to any additional compensation or payment, including severance, but shall be entitled only to accrued base salary and vacation pay, and any other accrued and unused benefit allowances according to their terms. The phrase “termination for cause” only pertains to Employee’s eligibility for severance as described in this Section. A “termination for cause” for purposes of severance includes only the following: 1. Conviction of, or plea of guilty or nolo contendere to, any crime or offense (other than minor traffic violations or similar offenses) which is conditioned upon and subject likely to have a material adverse impact on the City or on the Employee’s executing reputation. 2. Proven failure of the Employee to observe or perform any of her duties and delivering obligations, if that failure continues for a period of thirty (30) business days from the general release date of claims receipt of notice from the City Council specifying the acts or omissions deemed to amount to that failure. 3. Conviction of any crime involving an “abuse of office or position,” as that term is defined in Government Code Section 53243.4. 4. Repeated failure to carry out a directive or directives of the form attached hereto as Exhibit B City Council made by the 45th day following City Council as a body at a Brown Act compliant meeting. 5. Any grossly negligent action or inaction by Employee that materially and adversely: (a) impedes or disrupts the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 operations of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.City or its organizational units;

Severance. (a) If In the event that the Company terminates Employee’s employment with at any time, upon thirty (30) days’ written notice, without Cause, then Employee’s sole remedy shall be payment of the Company following Severance Benefit: A. If termination without Cause in accordance with Section 6(c) prior to the expiration of occurs during the Initial Term, the Company Term Employee shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to three (3) months’ base salary at the sum of: rate then in effect. If termination without Cause occurs during the first Renewal Term Employee shall be entitled to a severance payment in an amount equal to six (i6) months’ base salary at the rate then in effect. If termination without Cause occurs during the second Renewal Term Employee shall be entitled to a severance payment in an amount equal to nine (9) months’ base salary at the rate then in effect. If termination without Cause occurs during the third or any subsequent Renewal Term Employee shall be entitled to a severance payment in an amount equal to twelve months of (12) months’ base salary at the rate then in effect. If the Company terminates this Agreement without Cause, the Company shall have the right at its option, to require Employee to immediately leave the Company’s premises; provided, that the Company shall be obligated to pay (as additional severance) Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect base salary during the three year period ending on the date of such CC Termination)30-day notice period. B. Employee shall not be entitled to, and (ii) shall not receive any cash bonus paid for any year in which the Employeetermination occurs, on or pro rata basis or otherwise. The base salary portion of the severance shall be payable, at the Company’s Average Annual Bonusoption, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on equal monthly installments consistent with the Company’s first ordinary payroll payment date that is more than six (6) months practices. C. In the Severance Payment is otherwise payable event Employee elects continuing insurance coverage under the Company’s Health Benefit Plan pursuant to this Agreement. the Consolidated Omnibus Budget Reconciliation Act (dCOBRA) Employee acknowledges and agrees the Severance Payment following any termination without Cause, then, in addition to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release payment of claims in the form attached hereto salary as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsset forth above, the Severance Payment will be Company shall reimburse Employee for all premiums paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8by Employee for said continuation coverage for a period of three-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7months.

Severance. UIC acknowledges that Executive may terminate his employment at any time, with or without cause, by notice to UIC to that effect. Executive agree to continue to perform the duties of his employment for such reasonable period as UIC may request, not exceeding 30 days, after the date of his termination notice to UIC, during which period UIC shall pay Executive one-twelfth (1/12) of his base Salary and continue his benefits then in effect. Executive acknowledge that UIC may terminate his employment at any time, with or without Cause (as defined in Section 10 of this Agreement), by notice to Executive to that effect. Executive's entitlement to severance pay shall be as stated below. Except as otherwise provided in Section 5(b) with respect to severance arising from a Sale of UIC, if (a) If the Company Executive is terminated by UIC without Cause, or (b) Executive terminates Employee’s employment with the Company without Cause this Agreement because of Constructive Termination (as defined in accordance with Section 6(c) prior 10 of this Agreement), as severance compensation UIC shall continue to the expiration of the Initial Termpay to Executive, on a monthly basis, the Company shall pay Employee a severance payment an amount equal to twelve months sum of Employee’s (i) his Base Salary as set forth in Section 3 hereof in effect on at the date time of termination, subject to subsections his termination divided by twelve (c12) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and plus (ii) the Employee’s Average Annual Bonusaverage of Incentive Compensation paid to or, subject if not yet paid for the preceding year, owing to subsections Executive for the two (c2) and years immediately preceding his termination divided by twelve (d). 12)],less withholding as required by law, for the greater of twenty-four (c24) Any severance payment payable to Employee pursuant to months or the remaining term of this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); Agreement, provided that Employee executes (1) prior to UIC's commencing such payments, Executive and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is UIC sign a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the mutual general release of claims in substantially the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service EXHIBIT A, and not revoking the release within the seven (72) days after executing any provision of Executive's current Noncompetition and delivering the release. If such forty-five Nonsolicitation covenants (45as set forth in Section 9 of this Agreement) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned contrary notwithstanding, Executive agrees that he shall continuously abide by such covenants for the period that such payments are being made to Executive. In addition, UIC shall pay Executive incentive compensation earned but unpaid as of the date of termination (prorated for the period of time during the applicable bonus year that Executive worked from January 1st to date of termination. Executive shall also receive continuation of fully paid (i) health insurance coverage for Executive and his family members, (ii) Disability Insurance, and (iii) Life Insurance at the level in effect upon Employee’s continued compliance with Sections 8-11 termination of Executive for a period of the greater of two (2) years or the remaining term of this Agreement. If Employee breaches any of his obligations Executive shall not receive such severance payments if Executive is terminated for Cause, as defined in Sections 8-11 SECTION 10 of this Agreement. In the event Executive is terminated by UIC without cause, and during the period of time he will is receiving severance benefits hereunder a Sale of UIC shall occur, as the term Sale is defined in Section 4.1(b)(iii)(w-z) in the UIC Stock Option Agreement, immediately return prior to or upon the Company any portion closing of the Severance Payment that has been paid transaction in which such a Sale shall occur, UIC shall calculate the aggregate amount of the remainder of the monthly payments required to him be made to Executive pursuant to this Section 76 and shall place such sum, without discount, in a reasonable and customary escrow account to secure UIC's and/or its successor's payment of the remainder of such monthly payment obligation to Executive. The Escrow Agent shall make the remainder of the monthly payments to Executive required under this Section 6 to Executive from such escrow.

Severance. (a) ▇. ▇▇▇▇▇▇▇▇▇ shall be paid to the Employee when employment is terminated as such termination is defined in Section 10, Paragraph A. B. If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Termis terminated, the Company Employer shall pay Employee provide a severance payment an amount equal to twelve months twenty (20) weeks’ salary at the then-current rate of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will pay. This severance shall be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable paid in a lump sum or in cash in an amount equal to a continuation of salary as all other employees of Employer are paid, at the sum of: (i) twelve months Employee’s option. On the effective date of the termination of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)employment, and (ii) excepting the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to set forth in this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes paragraph and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon payment of leave as set forth in Section 6, Paragraph D, and Section 11, Paragraph C, Employer’s liability for and obligation to provide, and Employee’s continued compliance right at the Employer’s expense to accrue, benefits and perquisites as set forth in Section 4, Paragraph E, and Sections 5, 6, 7, and 8 shall cease. C. In accordance with Sections 8-11 of this Agreement. If Section 6, Paragraph D, the Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him shall also be compensated for all accrued sick leave (less 80 hours pursuant to Section 76, Paragraph A), vacation leave (less 80 hours pursuant to Section 6, Paragraph A), and all paid holidays. In the event the balance of accrued sick leave and annual leave, after deducting the 80 hour credits provided in Section 6, Paragraph A is less than zero, Employee shall not receive a payout of accrued sick leave and annual leave. D. If Employee elects to receive a lump-sum payment of severance, Employer shall transmit such payment to Employee on or before the thirtieth (30th) day following the effective date of Employee’s termination of employment. E. Any determination by Employer concerning the Employer’s obligation to pay benefits to Employee as set forth in this Section 11 may only be made by the governing body, which shall approve any such payments before such payments are disbursed. F. The termination and severance of Employee shall be in accordance with a written “Separation Agreement” agreed to by Employee and approved by a majority vote of Employer’s governing council.

Severance. (a) If the Company terminates Employee’s employment with the Company should be terminated by the Company for Cause, or by the Employee without Good Reason (in which case the Employee will provide not less than ninety (90) days written notice to the Company), and if there has not been a “Change in Control” within the prior twelve (12) months, no further compensation will be payable to Employee other than Employee’s base salary, any bonus earned but unpaid for the immediately preceding annual performance period and other compensation accrued and payable through the date of such termination. If employment with the Company should be terminated (i) within twelve (12) months of a “Change in Control” of the Company or (ii) without Cause or for Good Reason, the Company agrees that Employee will be paid severance compensation, in equal amounts over a period of eighteen (18) months in accordance with Section 6(cthe Company’s normal payroll practices, an amount equal to eighteen (18) prior months of Employee’s then current monthly base salary plus a pro-rated amount of any bonus that would have been earned under the Company’s short-term incentive plan (based on Employee’s last day of employment and all applicable performance) provided all applicable performance conditions are met. In addition, if Employee elects to continue Employee’s health insurance pursuant to the expiration of the Initial TermConsolidated Omnibus Budget Reconciliation Act (COBRA), the Company shall pay Employee a (or reimburse to Employee) the “employer share” of the COBRA premiums at the same level as was contributed by the Company during Employee’s employment. Employee’s receipt of any such severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, or COBRA premium is subject to subsections execution by Employee and C▇▇▇▇▇▇▇ of an agreement achieving mutually acceptable terms on matters such as: (ca) and (d).return of all C▇▇▇▇▇▇▇ property, documents, or instruments; (b) If during the Term no admission of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending liability on the date part of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d).C▇▇▇▇▇▇▇; (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes general release of any and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.all claims; (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims non-disclosure as described in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any ; (e) non-solicitation of his obligations employees and customers as described in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7; (f) non-competition as described in this Agreement; (g) cooperation as described in this Agreement; and (h) mutual (bi-lateral) non-disparagement.

Severance. (a) If Subject to the terms of the Jarden Corporation Equity Vesting, Lock Up and Amendment Agreement for Key Employees, dated as of November 7, 2007, by and between the Company terminates and the Employee (the “Lock Up Agreement”), and Section 13 hereof, (I) if the Employee’s employment is terminated by the Company without Cause, or upon Disability, prior to the second anniversary of the Lock Up Agreement, the Employee shall be entitled to receive the following amounts and benefits: (A) one month’s Base Compensation for each month or portion thereof that Employee has been employed with the Company without Cause in accordance with Section 6(csince the date of the Lock Up Agreement; plus (B) prior provided the Employee elects for the continuation of medical and dental insurance under the Company’s medical and dental insurance plans pursuant to the expiration Consolidated Omnibus Budget Reconciliation Act of the Initial Term1986, the Company shall pay Employee a severance payment as amended (“COBRA”), an amount equal to twelve months of the Employee’s monthly COBRA cost for the period for which the Employee could elect COBRA continuation coverage under the Company’s medical and dental insurance plans as a result of his termination of employment; plus (C) one twelfth (1/12) of the target bonus which Employee would have been entitled to receive for achieving budget for the year in which Employee’s employment was terminated for each month or portion thereof that Employee has been employed with the Company since the date of the Lock Up Agreement; plus (D) full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by the Employee (collectively, the “Interim Severance Amount”); and (II) if the Employee’s employment is terminated by the Company without Cause, other than upon death or upon Disability, on or after the second anniversary of the Lock Up Agreement, the Employee shall be entitled to receive the following amounts and benefits: (A) twenty-four months’ Base Salary Compensation; plus (B) provided the Employee elects for the continuation of medical and dental insurance under the Company’s medical and dental insurance plans pursuant to COBRA, an amount equal to the Employee’s monthly COBRA cost for the period for which the Employee could elect COBRA continuation coverage under the Company’s medical and dental insurance plans as a result of his termination of employment; plus (C) twenty-four months’ target bonus which Employee would have been entitled to receive for achieving budget for the year in effect which Employee’s employment was terminated plus (D) full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by the Employee (collectively, the “Basic Severance Amount”). The Interim Severance Amount and the Basic Severance Amount are collectively referred to hereafter as the “Severance Amount”. Except as set forth below, the cash portion of the Severance Amount shall be paid to the Employee as follows: (i) 50% shall be paid as promptly as practicable after the date of termination of employment and in no event later than ten (10) days after termination; and (ii) the remaining 50% shall be paid in a series of equal installments on the Company’s regularly scheduled payroll dates, commencing with the first regularly scheduled payroll date occurring at least six (6) months and one (1) day following the date of termination of employment and continuing through the regularly scheduled payroll date occurring on the date that is twenty-four (24) months after the date of termination of employment or, if there is no regularly scheduled payroll date on such date, the next regularly scheduled payroll date following such twenty-four (24) month period, in accordance with the Company’s normal payroll policies and procedures. In the event the Employee’s employment is terminated by the Company without Cause, or upon Disability, within two years after the occurrence of a Change of Control of the Company (as defined herein) that also constitutes a “change in control event” within the meaning of Treasury Regulation § 1.409A-3(i)(5), 100% of the cash portion of the Severance Amount shall be paid to the Employee as promptly as practicable after the date of termination of employment and in no event later than ten (10) days after termination. Payment of the Severance Amount shall be in lieu of all other financial obligations of the Company to the Employee and all other benefits in this Agreement shall cease as of the date of termination. The Employee shall have no obligation to seek other employment or otherwise mitigate damages hereunder. For the avoidance of doubt, it is understood that the Company will pay all amounts owed to Employee prior to the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on including incentive compensation earned up through the date of such CC Termination)termination in the same manner as all other plan participants, and (ii) but in no event later than March 15 of the Employee’s Average Annual Bonusyear following the year of termination. Notwithstanding anything in the incentive compensation plan, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will need not be made in a lump sum within sixty (60) days after employed at the date Employee’s employment is terminated giving rise the incentive payments are made to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocablebe eligible for this payment. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code The employee and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general company shall enter into a mutual release of claims in the form attached hereto as Exhibit B by the 45th day against one another following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 termination of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7employment.

Severance. In exchange for the general release of all claims pursuant to Section 4 and the Release (as defined below), the provisions of Section 3 hereof, and the other promises, covenants and agreements by Executive set forth herein, subject to Executive’s execution and delivery of the Release as provided in Section 4 below (a) If during the Company terminates Employee24 month period commencing on the Termination Date (the “Severance Period”), Employer shall pay Executive severance at a rate equal to $280,000 per annum (subject to mandatory withholdings for taxes) (“Base Severance”), payable in equal installments on the Company’s employment regular salary payment dates (provided that the Board of Directors of the Company, in its discretion, shall have the option to accelerate the date on which any payment of any Base Severance payable to Executive would otherwise be paid at any time, provided further than any such acceleration shall not be deemed to have shortened the Severance Period), (b) on or about the date of the Closing (as defined in the Repurchase Agreement), Employer shall pay to Executive in cash a special bonus in the amount of $111,200 (subject to mandatory withholdings for taxes), and (c) during the Severance Period, Executive shall continue to participate in Employer’s group health, dental and vision benefit plan(s) (excluding, for the avoidance of doubt, any bonus and incentive compensation plans), on substantially the same terms and conditions as apply from time to time to Employer’s then employed senior executives (except that Employer shall pay the portion of the insurance premiums for such benefits normally paid by Executive) (clauses (a) through (c), collectively, the “Severance Payments and Benefits”). Following the Severance Period, as permitted by the continuation coverage provisions of Section 4980B of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Executive shall be offered the opportunity to elect continuation coverage under Employer’s group medical, dental and vision benefit plan(s) (“COBRA coverage”). Employer shall provide Executive with the Company without Cause appropriate COBRA coverage notice and election form for this purpose. If Executive elects COBRA coverage, Executive shall pay 100% of Executive’s (and his dependents’) health, dental and vision insurance premiums under COBRA, for up to 18 months following the end of the Severance Period; provided that Executive shall notify Employer immediately of any change in his circumstances that would warrant discontinuation of his COBRA coverage and benefits (including but not limited to Executive’s receipt of group medical, dental or vision benefits from any other employer). The existence and duration of Executive’s rights and/or the COBRA rights of any of Executive’s eligible dependents shall be determined in accordance with Section 6(c4980B of the Code. Except as set forth in this Section 2. Executive agrees that he is not entitled to any other salary, bonus, severance, reimbursement, benefit or expectation of remuneration or other monies from the Company or Employer or any of their respective subsidiaries or Affiliates (as defined in the Release) prior except as required by law and except for the distribution of amounts to Executive pursuant to the expiration terms of (i) the Executive Plan in the aggregate amount of $109,368.89, (ii) the Deferral Plan and (iii) amounts payable pursuant to the Repurchase Agreement; provided that, for the avoidance of doubt, Executive may continue as a participant in the 401(k) Plan to the extent permitted under the terms thereof. For purposes of the Initial TermStock Option Agreement, the payments set forth in this Section 2 shall constitute severance payments and the Noncompetition Period (as defined therein) shall continue until the end of the Severance Period. Following the Termination Date, pursuant to the terms and conditions of the Executive Plan, Executive shall be distributed his full balance under the Executive Plan in a lump-sum payment (subject to mandatory withholdings for taxes) in the aggregate amount of $109,368.89. Following the Termination Date, pursuant to the terms and conditions of the Deferral Plan, Executive shall be distributed his full balance under the Deferral Plan (subject to mandatory withholdings for taxes). In the event of a material breach by Executive of this Agreement, the Release, the Repurchase Agreement or the provisions of the other agreements that survive pursuant to Section 3 below, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of terminationshall, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable or remedies available at law or in equity or under the Release, be entitled to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee cease making payments pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement2. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (ai) If Transferred C Employees who are terminated by the Company terminates Employee’s OIB Division within twelve months following the Initial Closing Date shall be entitled to severance benefits that are equal in amount to the severance benefits, if any, to which such employees would have been entitled under the "CIBC USA Severance Pay Plan for Employees Earning an Annual Based Salary of US $50,000.00 or More," the "CIBC USA Severance Pay Plan for Employees Earning an Annual Based Salary Below US $50,000.00", and the European Restructuring and Support Program (and each other severance program or arrangement maintained by Sellers in each other country in which Transferred C Employees are employed as set forth on Section 5.08(a) of the Seller Disclosure Schedule) (collectively, the "CIBC Severance Plans") had such individuals terminated employment with Sellers under the same circumstances as their termination from employment with the Company without Cause OIB Division. As a condition of receiving separation benefits, any Transferred C Employee will be required to provide Buyer with a fully executed release of any and all claims against Buyer and Sellers, and each of their affiliates and related individual and corporate parties, in a form satisfactory to Buyer and Seller and in compliance with applicable Laws (the “Release”). Transferred C Employees who are employed by the OIB Division on or after the Initial Closing Date shall not be eligible to participate in, or receive benefits under, any severance plans of Sellers. (ii) Seller shall reimburse Buyer for severance benefits paid to Transferred C Employees who are terminated by Buyer within 12 months of the Initial Closing Date, provided that, except as otherwise set forth in Section 4.05(b)(v), the aggregate amount reimbursed by Seller pursuant to this Section 4.05(b)(ii), when taken together with all Seller COBRA Costs incurred by Seller and Buyer COBRA Costs (each as defined in Section 4.14 reimbursed by Seller in accordance with the provisions of Section 6(c) prior 4.14 shall not exceed $25 million (the “Severance Cap”). Buyer shall be solely liable for any additional severance amounts paid to the expiration Transferred C Employees to the extent that Sellers' previous reimbursements of Buyer under Section 4.05(b) taken together with any Seller COBRA Costs incurred by Sellers and Buyer COBRA Costs reimbursed by Sellers pursuant to Section 4.14 equal $25 million, and, further, Buyer shall pay directly or reimburse Sellers for any Seller COBRA costs incurred under Section 4.14 to the extent that such costs would cause Sellers' aggregate cost under Sections 4.05 and 4.14 to exceed $25 million. To the extent permissible by applicable Law, tax deductions associated with such terminations shall be recognized by the applicable Seller up to $25 million. Transferred C Employees who are employed by the OIB Division on or after the Initial Closing Date shall not be eligible to participate in, or receive benefits under, any severance plans of Sellers. (iii) Buyer shall provide monthly reports to the Sellers setting forth each employee termination occurring at the OIB Division during the twelve months following the Initial Closing Date (including the termination of Transferred C Employees and former employees of the Initial TermOIB Division). Such report shall include both voluntary and involuntary terminations and shall include the following information: the name of the employee, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject the salary of such terminated employee, the reason for termination, and any severance payment made by the OIB Division. Buyer shall also supply Seller with a copy of the fully executed release (in the form of the Release described in Section 4.05(b)(i)) to subsections (c) and (dbe obtained from each such employee in accordance with Section 4.05(b)(i). Whether or not to terminate the employment of any Transferred C Employee shall be a decision in the sole discretion of the OIB Division. (biv) If during With respect to Transferred C Employees whose employment is terminated by the Term of this Agreement there is a CC TerminationOIB Division more than twelve months after the Initial Closing Date, then the such Transferred C Employee will shall be entitled eligible to receive benefits under a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (orplan, if greaterany, to be maintained by the highest Base Salary in effect during OIB Division for the three year period ending on benefit of similarly situated employees of the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)OIB Division. (cv) Any severance payment payable to costs incurred by Buyer and reimbursed by Seller in connection with the termination of employment of any Asia Employee pursuant to this Section 7 listed in "Asia Pacific Invest and Corp Banking" line of business on Schedule 4.01, and any UK Employee who is listed in "UK Invest and Corp Banking" line of business on Schedule 4.01, who is terminated by the Buyer within thirty (a “Severance Payment”) will be made in a lump sum within sixty (6030) days after following the date Employee’s employment is terminated giving rise applicable Subsequent Closing Date, shall not be subject to the Severance Cap nor shall it included in calculating the amounts paid toward the Severance Cap. (vi) In the case of any C Front Office Employee described in Section 4.01(f) to whom Buyer declines to make an offer, any severance payable by Seller under the CIBC Severance Plans to such Severance Payment pursuant to Section 7(a) or individual and any Seller COBRA costs (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code 4.14) incurred with respect to such individual shall be paid by Seller, and shall be treated as paid by Seller pursuant to Sections 4.05 and 4.14, respectively, and thus shall be taken into account in applying the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Cap described in Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement4.05(b)(ii). (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s Executive is employed by the Successor (as defined in Section 8(a) below), and if within one year after a Change of Control, the Executive's employment with is terminated (as defined below) for any reason other than for Cause (as defined below) by the Company without Successor or for Good Reason (as hereinafter defined) by the Executive (hereinafter referred to as a "Non-Cause in accordance with Section 6(c) prior to the expiration of the Initial TermTermination Of Employment"), the Company shall pay Employee the Executive: (i) a lump sum cash severance payment an in the amount equal to twelve months of Employee’s Base Salary as (A) two years of the Executive's total annual compensation in effect at the time of Non-Cause Termination of Employment, it being understood that the Executive's total annual compensation consists of base salary plus any then applicable incentive or bonus amount calculated at 100% of the target bonus for Executive for the then current fiscal year, or, if greater, (B) $1,200,000 (the "Base Severance") plus 100% of the Base Severance; and (ii) continued payment by the Company on behalf of the Executive, for a period of two years following the Non-Cause Termination of Employment of Executive, for benefits substantially similar to those to which the Executive was entitled on the date of terminationthe Change of Control ("Benefits Continuation"). However, subject to subsections if the Executive becomes employed during the two-year period described in the preceding sentence: (ci) the Executive must immediately notify the Company in writing of the identity of Executive's new employer; and (d)ii) the Company's obligation to continue to pay for Benefits Continuation will terminate as of the date Executive is first so employed. The severance payment required pursuant to this section will be made by the Company within ten (10) days following Non-Cause Termination of Employment and the amount paid will be net of withholding taxes and all usual payroll deductions. (b) If during In the Term event of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum ofExecutive's Non-Cause Termination of Employment: (i) twelve months prior to or in the absence of Employee’s Base Salary a Change of Control; or (ii) more than one year following a Change of Control following which the Executive continues to be employed by the Company, the Company shall: (i) pay the Executive a lump sum cash severance payment in the amount of (A) two years of the Executive's base salary in effect on date at the time of Non-Cause Termination of Employment, it being understood that base salary shall, in such CC Termination (an instance, not include any incentive or then applicable target bonus amount, or, if greater, (B) the highest Base Salary in effect during Severance; and (ii) for a period of two years from the three year period ending date of the Non-Cause Termination, pay on behalf of the Executive, for benefits substantially similar to those to which the Executive was entitled on the date of the Non-Cause Termination of Employment. Further, in the event of a Non-Cause Termination of Employment of the Executive, all stock options that were unvested as of July 1, 2001 shall immediately vest 100%. All other options held by Executive shall continue to vest for two years after the date of such CC Termination)Non-Cause Termination under this Section 6.b. and shall be exercisable for a period of twenty seven months from and after such date of Non-Cause Termination under this Section 5.b. However, if the Executive becomes employed during the two-year period described in the preceding sentence: (i) the Executive must immediately notify the Company in writing of the identity of Executive's new employer; and (ii) the Employee’s Average Annual Bonus, subject Company's obligation to subsections continue to pay for Benefits Continuation will terminate as of the date Executive is first so employed. The severance payment required pursuant to this section will be made by the Company within ten (c10) days following Non-Cause Termination of Employment and (d)the amount paid will be net of withholding taxes and all usual payroll deductions. (c) Any severance payment payable to Employee pursuant to this Section 7 If (a “Severance Payment”i) will be made in a lump sum within sixty (60) days after the date Employee’s Executive's employment is terminated giving rise for Cause by either the Company or by a Successor, (ii) the Executive continues to such Severance Payment pursuant to Section 7(a) be employed by the Company following a Change of Control, or (b); provided that Employee executes and delivers iii) the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsExecutive voluntarily resigns, other than for Good Reason, the Severance Payment will Executive shall not be made in entitled to nor shall the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll Executive receive any severance payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementwhatsoever. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 For purposes of this Agreement, he will immediately return "Cause" shall mean the occurrence of one or more of the following: (i) Executive's conviction by, or entry of a plea of guilty or nolo contendre in, a court of competent jurisdiction for any crime which constitutes a felony in the jurisdiction in which the conduct alleged to constitute the felony occurred; (ii) Executive's misappropriation of funds or property or commission of an act of fraud, whether prior or subsequent to the Company any portion Effective Date; (iii) gross negligence or recklessness by the Executive in the scope of the Severance Payment that has been paid Executive's services to him pursuant the Company; (iv) a breach by the Executive of a material provision of this Agreement which is not cured within 30 days of notice; (v) a willful failure by the Executive substantially to Section 7perform his or her duties and responsibilities as an Executive after notice of such failure; or (vi) a material breach by the Executive of the Company's policies or procedures.

Severance. (a) If Employee has a separation from service (a “Separation from Service”) within the Company terminates meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as a result of Employee’s employment with discharge by the Company without Cause (as defined below in accordance with Section 6(c1(e)) prior within twelve (12) months following the Effective Date, Employee shall be entitled to the expiration receive, in lieu of any severance benefits to which Employee may otherwise be entitled under any severance plan or program of the Initial TermCompany, the benefits provided below, which will be payable in a lump sum within ten (10) days following the effective date of Employee’s Release (as defined below in Section 1(c)): (i) The Company shall pay to Employee a his fully earned but unpaid base salary, when due, through the date of Employee’s Separation from Service at the rate then in effect, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Employee may be entitled pursuant to the terms of such plans or agreements at the time of Employee’s Separation from Service (the “Accrued Obligations”); and (ii) Subject to Section 1(c) and Employee’s continued compliance with Section 3, Employee shall be entitled to receive severance payment pay in an amount equal to twelve months (12) months’ of Employee’s Base Salary base salary, as in effect on immediately prior to the date of terminationEmployee’s Separation from Service, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to within ten (10) days following the sum of: (i) twelve months effective date of Employee’s Base Salary Release (as defined below in effect on date Section 1(c)); provided, however, that, in the event that the timing of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date delivery of such CC Termination), and (ii) the Employee’s Average Annual BonusRelease could cause such amounts to be payable in one or another taxable year, subject to subsections (c) and (d). (c) Any severance payment then such amounts shall not be payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after until the date first business day of the taxable year following Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this AgreementSeparation from Service. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. A. If the Employer terminates the Executive’s employment under this Agreement for any reason other than for Cause pursuant to Section 6C, (including for clarity, as a result of the Employer electing not to renew this Agreement for an additional one-year term under Section 2), or if the Executive resigns and terminates this Agreement for Good Reason as provided in Section 8 (each a “Qualifying Termination”), the Employer shall pay to the Executive that portion of his Base Salary and Target Bonus which has been earned up to the date of such termination, in addition to Other Benefits through the date of such termination and the reimbursement of any expenses as provided in Section 5. For the purposes of clarity, the Executive shall have no right to the benefits provided under Section 9 in the event of termination under Sections 6.A. or 6.B. – neither of which constitute a Qualifying Termination under this Agreement. B. In connection with a Qualifying Termination that occurs at any time other than in connection with or within the twelve (12) month period following the effective date of a Change in Control Event, and provided Executive timely signs and does not revoke as may be permitted by law a general release of claims in a form similar to that attached as Exhibit C (the “Release”) in accordance with the terms of Section 9.D. and remains in compliance with Section 12 below with respect to non-competition, the Employer shall, commencing on the first payroll date following sixty (60) days from the effective date of the Executive’s Qualifying Termination (i) pay to the Executive on a semi-monthly basis, a Severance equal to (a) the Base Salary for the term of the Non-Competition Period; and (b) the pro rata Target Bonus based on the term of the Non-Competition Period calculated in reference to the calendar year of the Executive’s Qualifying Termination (ii) the Board may, in its sole discretion, elect to accelerate the vesting of any outstanding, unvested stock options and other equity awards granted to Executive pursuant to Section 4.C. above; and (iii) subject to Executive’s timely election of continuation coverage under COBRA, the Employer shall reimburse the Executive the monthly premium payable to continue his and his eligible dependents’ participation in the Employer’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for the term of the Non-Competition Period, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Employer shall immediately cease. If the Company terminates Employee’s employment reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Company without Cause Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Employer paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. All reimbursements of COBRA premiums under this Section 9.B. will be paid automatically on a monthly basis in compliance with any applicable requirements of Section 409A of the Code. C. In connection with a Qualifying Termination that occurs in connection with or within the twelve (12) month period following the effective date of a Change in Control Event, and provided Executive timely signs and does not revoke the Release in accordance with the terms of Section 6(c9.D., the Employer shall, commencing on the sixtieth (60th) prior to day following the expiration effective date of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of EmployeeExecutive’s Base Salary as in effect on the date of termination, subject to subsections Qualifying Termination (ci) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in make a lump sum in cash payment to the Executive in an amount equal to two (2) times the sum of: (i) twelve months of Employee’s the Base Salary in effect on date and the Target Bonus relating to the calendar year of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Executive’s Qualifying Termination), and ; (ii) fully vest all of the Employee’s Average Annual Bonus, subject stock options and other equity awards (if any) granted to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment Executive pursuant to Section 7(a4.C. above (with all performance vesting awards being deemed achieved at target); and (iii) subject to Executive’s timely election of continuation coverage under COBRA, reimburse the Executive the monthly premium payable to continue his and his eligible dependents’ participation in the Employer’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Employer shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or (b); provided that Employee executes and delivers Section 105(h) of the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsCode, the Severance Payment Employer paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. All reimbursements of COBRA premiums provided under this Section 9.C. will be made paid automatically on a monthly basis in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A compliance with any applicable requirements of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. Upon termination of Executive's employment for any reason, Executive shall receive payment of (ai) If the Company terminates Employee’s employment with the Company without Cause Executive's Base Salary, as then in accordance with Section 6(c) prior to the expiration of the Initial Termeffect, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on through the date of termination, subject to subsections termination of employment (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination"TERMINATION DATE"), and (ii) all accrued vacation, expense reimbursements and any other benefits (other than severance benefits, except as provided below) due to Executive through the Employee’s Average Annual BonusTermination Date in accordance with established Company plans and policies or applicable law (the "ACCRUED OBLIGATIONS"). In addition, subject to subsections (c) and (d).the following shall apply: (ca) Any severance payment payable TERMINATION BY COMPANY OTHER THAN FOR CAUSE, BY EXECUTIVE FOR GOOD REASON, DUE TO DEATH OR DISABILITY, OR UPON EXPIRATION. If Executive's employment with the Company is terminated by the Company for any reason other than Cause, by Executive for Good Reason, due to Employee pursuant to this Section 7 (a “Severance Payment”) Executive's death or disability, or if the Employment Term is not renewed for reasons other than those that would otherwise constitute for Cause or Good Reason, then Executive will be made entitled to: (i) a lump-sum amount equal to Executive's Base Salary, as then in effect, for a lump sum within sixty period of twelve (6012) days after months following the date Employee’s employment is terminated giving rise Termination Date (the "SEVERANCE PERIOD"), payable in four (4) equal installments, the first installment to such Severance Payment pursuant be paid immediately upon the Termination Date, and the second, third and fourth installments to Section 7(a) or be paid at the end of each successive ninety (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (6090) day period spans two calendar yearsfollowing the Termination Date; (ii) a lump-sum amount equal to the Annual Bonus to which Executive would be entitled for the then-current Fiscal Year (determined in accordance with the methodology set forth in Section 3(b) of the Agreement and utilizing, for purposes of the component described in Section 3(b)(i) of the Agreement, an Operating Income amount derived by annualizing the financial results for the then-current Fiscal Year up to the Termination Date), payable in four (4) equal installments, the Severance Payment will first installment to be made in paid immediately upon the second calendar year. HoweverTermination Date, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject second, third and fourth installments to Section 409A be paid at the end of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six each successive ninety (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (4590) day period plus following the seven Termination Date; (7iii) day revocation period spans two calendar yearscontinued payment by the Company of the group medical, dental and vision continuation coverage premiums for Executive and Executive's eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended ("COBRA") under the Company's group health plans, as then in effect, until the earlier of (A) the date Executive first becomes eligible for coverage under a subsequent employer's group health plan, (B) the date such coverage terminates under applicable law or (C) twelve (12) months after the Termination Date (subsections (i)-(iii) of this paragraph collectively, "SEVERANCE"); (iv) immediate full vesting on the Termination Date in that portion of Executive's stock options, restricted stock and other similar rights that would have vested during the Severance Payment will be paid in Period; and (v) the second calendar year. Employee’s right to exercise the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any vested portion of Executive's outstanding options until the Severance Payment that has been paid to him pursuant to Section 7earlier of (A) one (1) year from the Termination Date, or (B) the end of the term of any applicable option.

Severance. In the event the Company terminates your employment without Cause (as defined below), or in the event you resign for “Good Reason” (as defined below), and provided you (i) enter into, do not revoke and comply with the terms of a separation agreement and release in the form provided by the Company which shall include, without limitation, a general release of claims against the Company and related persons and entities, nondisparagement obligations, a seven-business day revocation period and a twelve-month post-employment noncompetition obligation (no more stringent than the provisions of the Restrictive Covenant Agreement) (the “Release”) within the time period provided in the Release but in no event later than 60 days after the Date of Termination (the “Release Requirement”); (ii) resign from any and all positions, including, without implication of limitation, as a director, trustee or officer, that you then hold with the Company and any affiliate of the Company; and (iii) comply with the Restrictive Covenant Agreement, then in addition to the Accrued Obligations, the Company will provide you with the following “Severance Benefits” ((i), (ii) and (iii), the “Severance Conditions”): (a) If continuation of your Base Salary as of the Company terminates EmployeeDate of Termination for the six (6) month period that immediately follows the Date of Termination (the “Salary Continuation Payments,” and such period, the “Severance Period”); provided in the event you breach any of the Restrictive Covenant Obligations, all payments of the Salary Continuation Payments shall immediately cease; and (b) (I) subject to the Company’s employment with acknowledgment and determination (as determined by the Company Board in its discretion but without Cause in accordance with Section 6(creduction due to your termination) that a full target Annual Bonus, or part of it, is owed to you for the year prior to the expiration year in which the Date of Termination occurs (which has not been paid as of your Date of Termination), a lump sum cash payment of your Annual Bonus, for the year prior to the Date of Termination; (II) a prorated target Annual Bonus for the year in which the Date of Termination calculated at the full target amount, but prorated based on when the Date of Termination occurs, in either case ((I) and (II)), to be paid within 90 days after the Date of Termination. ​ (c) if elected, continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the Initial Term, regular premium for such benefits shared in the same relative proportion by the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary and you as in effect on the date Date of termination, subject to subsections (c) and (d). (b) If during Termination until the Term earliest of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months the end of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and Severance Period; (ii) the Employee’s Average Annual Bonus, subject to subsections date you become eligible for health benefits through another employer or (ciii) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum the date you otherwise become ineligible for COBRA. You authorize the deduction from the Salary Continuation Payments of the portion of such premiums for which you are responsible. The Salary Continuation Payments shall commence within sixty (60) 90 days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes Date of Termination and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will shall be made on the Company’s first regular payroll payment date dates; provided, however, that is more than six (6) months if the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty90-five (45) day period plus the seven (7) day revocation period spans two begins in one calendar yearsyear and ends in a second calendar year, the Severance Payment will Salary Continuation Payments can begin to be paid in the second calendar year, at the Company’s sole discretion. Employee’s right In the event you miss a regular payroll period between the Date of Termination and first Salary Continuation Payment date, the first Salary Continuation Payment shall include a “catch up” payment. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), each Salary Continuation Payment is considered a separate payment. Notwithstanding the foregoing, in the event you are entitled to any payments pursuant to the Restrictive Covenants Agreement (as defined below) (including without limitation Non-Competition Consideration as defined therein), the Severance Benefits to be paid to you in any calendar year will be reduced by the amount that you are paid in the same such calendar year pursuant to the Restrictive Covenants Agreement. For the avoidance of doubt, in the event your employment is terminated by the Company for Cause, by you for any reason other than Good Reason, or due to your death or disability (the latter as determined by the Company in good faith), you will be entitled to the Accrued Obligations but not to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 Benefits, provided however, that in the case of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement(i) death and disability, he you (or your estate) will immediately return be entitled to the Company any portion Bonus Payments provided for in Paragraph 11(b), subject to you and/or your estate (as applicable) complying with the Severance Conditions; and (ii) disability, subject to you and/or your representative (as applicable) complying with the Severance Conditions you also will be entitled to COBRA coverage with the cost of the Severance Payment regular premium for such benefits shared in the same relative proportion by the Company and you as in effect on the Date of Termination until the earliest of (i) the end of the six (6) months period following the Date of Termination; (ii) the date you become eligible for health benefits through another employer or (iii) the date you otherwise become ineligible for COBRA. It is hereby agreed that has been the Company will not increase its contribution towards the premium beyond the amount paid prior to him pursuant to Section 7the Date of Termination.

Severance. (ai) If the Company terminates Employee’s Involuntary Termination Other Than for Cause; --------------------------------------------- Constructive Termination Prior to Change of Control. ---------------------------------------------------- If, prior to a Change of Control, Executive's employment with the Company without Cause is Constructively Terminated or involuntarily terminated by the Company other than for (x) Cause, (y) Executive's death, or (z) Executive's Disability, then, subject to Executive executing and not revoking a standard form of mutual release of claims with the Company, (A) Executive's Stock Option (and any other stock option, not to include the Performance-Based Stock Option, granted to Executive following the Employment Commencement Date) shall have its vesting accelerated to receive an additional twelve (12) months of vesting, provided, that, if such employment termination takes place within twelve (12) months from the Employment Commencement Date, then Executive's Stock Option shall have its vesting accelerated such that 50% of the shares underlying such Stock Option shall vest; (B) Executive shall receive continued payments of one year's Base Salary plus the pro rata portion of the bonus earned by Executive in the time employed during such year, less applicable withholding, in accordance with Section 6(cthe Company's standard payroll practices; (C) the Company shall pay the group health, dental and vision plan continuation coverage premiums for Executive and his covered dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended ("COBRA"), through the lesser of (x) twelve (12) months from the date of Executive's termination of employment, or (y) the date upon which Executive and his covered dependents are covered by similar plans of Executive's new employer; and (D) the Company shall provide Executive with all other Company welfare plan and fringe benefits in which Executive participated prior to his termination through the expiration lesser of (x) twelve (12) months from the date of Executive's termination of employment, or (y) the date upon which Executive and his covered dependents are covered by similar plans of Executive's new employer, and if Executive is ineligible to participate in one or more of such benefit plans or programs of the Initial TermCompany, the Company shall pay Employee provide Executive with such benefits on an equivalent basis, including a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable Tax Gross-Up to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal extent such benefits constitute taxable income to the sum of: (i) twelve months of Employee’s Base Salary in effect Executive but were provided to Executive on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated non-taxable basis while Executive was employed by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates EmployeeEmployment Period ends as a result of either (A) Executive’s employment with by the Company being terminated by the Company without Cause (as defined in accordance with Section 6(c4(d)) prior or (B) Executive resigning from Executive’s employment by the Company for Good Reason (as defined in Section 4(d)), then, subject to the expiration of the Initial TermSection 4(c) hereof, the Company shall shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on or provide Executive with the date of terminationfollowing, subject to subsections (c) and (d).the provisions of Section 11 hereof: (bi) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the lesser of (A) [$ ] and (B) the sum of: of (ix) twelve months of EmployeeExecutive’s annual Base Salary in effect on date the Employment Termination Date and (y) the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (such CC Termination lesser amount, the “Cash Severance”) (orprovided that, notwithstanding the foregoing, if greaterthe Employment Termination Date occurs prior to Executive having received a Year End Bonus for calendar year 2014, then the highest Base Salary in effect during the three year period ending on the date of such CC TerminationCash Severance shall be [$ ]), and with fifty percent (ii50%) of the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment Cash Severance payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made Executive in a lump sum within sixty (60) days as soon as reasonably practical after the date Employee’s employment of which the General Release (as defined in Section 4(c)) is terminated giving rise signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to such Severance Payment pursuant to Section 7(a) or (b)Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that Employee executes and delivers if the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) Employment Termination Date occurs during the 365 day period spans two calendar years, commencing on the Severance Payment will be made occurrence of a Change in the second calendar year. However, if Employee is a “specified employee” Control (as defined in regulations under Section 409A the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance Payment constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that is subject was otherwise scheduled to Section 409A be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the CodeYear End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause (B)(y) above shall be replaced with “the greater of (X) Executive’s Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015 (with such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and (ii) a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year (with such target Year End Bonus being, except as otherwise expressly specified in Section 3(d) hereof, as reasonably determined by the Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the Employment Termination Date relative to the hurdles set) in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (ii) exceed an amount equal to [$ ] minus the amount of Cash Severance; and if the amount of Cash Severance Payment is equal to [$ ] then no pro rata Year End Bonus will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.clause (ii); and (diii) Employee acknowledges subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and agrees (B) Executive’s continued copayment of premiums at the Severance Payment same level and cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) during the Employee Health Care Reimbursement Period (defined below), provided that Executive is entitled under this Section 7 is conditioned upon eligible and remains eligible for COBRA coverage. The Company shall until the conclusion of the Health Care Cost Reimbursement Period (as defined below) reimburse Executive for COBRA premiums, subject to the Employee’s executing and delivering the general release Company determining that reimbursement of claims such premiums would not reasonably be expected to result in the form attached hereto imposition of any excise taxes on the Company for any failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as Exhibit B amended, in each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the period commencing on the date Executive ceases to be employed by the 45th day following Company and ending on the Employee’s separation from service and not revoking earliest to occur of (x) the release within date three months after the seven Employment Termination Date (7) days or six months after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to Employment Termination Date if the Company any portion has made a Non-Competition Extension Election (as defined in Section 9(a)), (y) the date on which the Company can no longer provide Executive with COBRA benefits under applicable law and (z) the date on which Executive becomes eligible for health care coverage under the plan of the Severance Payment that has been paid to him pursuant to Section 7a subsequent employer.

Severance. (ai) If Upon termination by the Company terminates Employee’s of the Executive's employment with the Company without for any reason other than for Cause (as defined below), or upon termination by the Executive of his employment with the Company for Good Reason (as defined below) within thirty (30) days of the occurrence of the circumstances giving rise to such Good Reason, then (i) the Executive shall be entitled to receive payment of any accrued and owing Base Salary for the applicable period, (ii) a lump-sum payment equal to one year's Base Salary at its then current rate, payable in accordance with Section 6(ca lump-sum sixty (60) prior days following the Executive's Separation from Service (as defined in section 409A of the Internal Revenue Code of 1986, as amended (the "Code")), (iii) the Executive shall vest as to an additional twenty percent (20%) of the shares subject to the expiration Restricted Stock award and (iv) the Executive shall vest as to such additional portion of the Initial Termshares subject to any then outstanding Deferred Shares Awards as is provided in the applicable Deferred Share Award agreements. (ii) Except for indemnification obligations under applicable indemnification agreements (including indemnification obligations contained in the Company charter and by-laws) and insurance policies, and vested rights in benefit plans of the Company, if any, the Company shall pay Employee a severance payment an amount equal have no obligation to twelve months the Executive in the case of Employee’s Base Salary any such termination except as set forth in effect on the date of termination, subject to subsections (c) and (dthis Section 4(g). (biii) If Payment of any severance and the Executive's entitlement to any vesting acceleration are conditioned upon (A) the Executive signing a separation agreement prepared by the Company which includes a general release of claims and (B) the Executive's compliance with the restrictive covenants set forth in the Non-Compete, Non-Solicitation and Confidentiality Agreement between the Executive and GSL, effective as of April 9, 2006, attached hereto as Appendix C (the "Non-Compete, Non-Solicitation and Confidentiality Agreement"). (iv) For the sake of clarity, the severance payment provided for herein shall be in lieu of any amount to which the Executive would be entitled under the Company's severance policy, if any, in effect at the time of the termination. (v) In the event that the Executive's employment terminates due to death or becoming Disabled during the Term of this Agreement there is Agreement: (x) the Executive (or the Executive's estate or appropriate beneficiary) shall receive a CC Termination, then the Employee will be entitled to a severance lump-sum cash payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: six (i6) twelve months of Employee’s his then existing Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within paid sixty (60) days after following such death or determination of disability), (y) the date Employee’s employment Executive shall be entitled to two (2) years of group health and welfare benefits (including the conversion of any life or disability policies) at the Company's expense, and (z) the unvested portion of the Restricted Stock and Deferred Shares Award, if any, shall immediately vest in full. The Executive shall be considered "Disabled" as determined by the Board of Directors in good faith, taking into account circumstance where the Executive is terminated giving rise entitled to such Severance Payment pursuant any benefits under any long-term disability income plan of the Company applicable to the Executive. (vi) In the event the Executive becomes entitled to any payments of severance under this Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d2(g) and such release becomes effective and irrevocable. If such sixty (60the Executive is a "specified employee" within the meaning of Section of 409A(a)(2)(B)(i) day period spans two calendar yearsof the Code, the Severance Payment will payment of such severance shall be made delayed in accordance with the second calendar year. However, if Employee is a “specified employee” as defined in regulations provisions of such section to the extent necessary or appropriate to avoid adverse tax consequences under Section 409A of the Code. Furthermore, it is intended that the Agreement shall comply with the provisions of section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” Treasury Regulations relating thereto so as not to subject the Executive to the payment of additional taxes and interest under section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions, and to the extent that is any regulations or other guidance issued under section 409A of the Code would result in the Executive being subject to Section payment of additional income taxes or interest under section 409A of the Code, the Severance Payment will be made on parties agree to amend this Agreement in order to avoid the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled application of such taxes or interest under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion section 409A of the Severance Payment that has been paid to him pursuant to Section 7Code.