Common use of Term of Employment Clause in Contracts

Term of Employment. This Agreement shall terminate on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:

Term of Employment. This Agreement The term of employment hereunder shall terminate commence on March 31, 2012 if either party the Effective Time and shall have given end on the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding day preceding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration second anniversary date of the current term of this AgreementEffective Time, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and earlier termination of employment on, as hereinafter provided (the "Employment Term"). After the expiration of the then current Employment Term unless extended in writing by mutual agreement of the parties hereto, the employment relationship thereafter will continue as employment "at will" and, accordingly after the expiration of the Employment Term, Employee and Employer will be each free to terminate such employment relationship at any time, for any reason, with or without notice or cause. Employer may terminate Employee's employment under this Agreement at any time, without prior notice, for "due cause" upon the good faith determination by the Board of Directors of Employer (the "Board"), which will be the parent of Employer, that "due cause" exists for the termination of the employment relationship. The term "due cause" shall mean any of the following events: (i) any intentional misapplication by Employee of Employer's funds or any fraud committed by Employee upon Employer; or (ii) Employee's conviction of a crime involving moral turpitude or a felony, or (iii) Employee's breach, non-performance or non-observance of the terms of this Agreement which is not cured (which if curable) within ten (10) days of Employee's receipt of written notice thereof; or (iv) any other action by Employee involving willful and deliberate malfeasance or gross negligence in the performance of Employee's duties, responsibilities and agreements; or (v) Employee's death; or (vi) Employee's disability or mental or physical incapacity resulting in his inability to substantially perform all of his duties and responsibilities for Employer for a period of at least ninety (90) consecutive days. During the Employment Term, Employer may also terminate the employment of Employee other than for "due cause" provided that in such event Employee shall be the Separation Date), the Employee will be entitled to receipt receive the remaining base salary payments due hereunder for the remainder of severance payments as set forth herein:the Employment Term, but in no event less than three months' base salary, and any accrued and unpaid bonus. In the event of such termination for other than "due cause," all other rights and benefits Employee may have under the employee and/or executive benefit plans and arrangements of Employer generally shall be determined in accordance with the terms and conditions of such plans and arrangements. The parties acknowledge and agree that during the Employment Term, Employer shall not (i) decrease Employee's annual base salary, (ii) materially diminish Employee's duties and responsibilities or (iii) require Employee to relocate on a full time basis from outside the geographic area comprised of Broward and Palm Beach Counties in the state of Florida (the "Geographic Area").

Term of Employment. This Agreement shall terminate on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII The initial term of this Agreement or pursuant to shall be for the first sentence of this Section 2.02, period beginning on the Effective Date and ending at midnight Eastern Time on the conclusion third anniversary of the initial thirty-six Effective Date (36) month termthe “Initial Term”). On the third anniversary of the Effective Date and on each subsequent anniversary of the Effective Date, this Agreement shall automatically renew automatically and extend for an additional two year term and for successive additional two years terms thereafter, a period of twelve (12) months (each such 12-month period being a “Renewal Term”) unless a Party furnishes written notice of such Party’s intention non-renewal is delivered from either party to the other not to renew by no later less than sixty (60) days prior to the expiration of the then-existing Initial Term or Renewal Term. Notwithstanding the foregoing, upon the occurrence of a Change in Control, this Agreement shall automatically renew and the term of this Agreement shall be for the period beginning on the date of the current term Change in Control and ending at midnight Eastern Time on the second anniversary of the date of such Change in Control (the “Change in Control Term”), and on the second anniversary of the date of the Change in Control and on each subsequent anniversary thereof, this Agreement, any Agreement shall automatically renew and extend for a period of twelve (12) months (each such 12-month period being a “Change in Control Renewal Term”) unless written notice of non-renewal is delivered from either party to be given in accordance with Section 11.01. If Employer elects to the other not renew this Agreement, less than sixty (60) days prior to the expiration of the then-existing Change in Control Term or Change in Control Renewal Term. Notwithstanding any current termother provision of this Agreement, Employee shall the Executive’s employment pursuant to this Agreement may be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer terminated at any time in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to Section 6. The period from the Separation Effective Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, through the expiration of the then current term of this Agreement (which or, if sooner, the termination of Executive’s employment pursuant to this Agreement, regardless of the time or reason for such termination, shall be referred to herein as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:“Employment Period.”

Term of Employment. This Agreement shall terminate on March 31The Company hereby agrees to employ the Executive and the Executive hereby agrees to continue to serve the Company, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoingterms and conditions set forth herein, this Agreement may be terminated pursuant to Part VII for an initial period of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02three (3) years, at the conclusion commencing as of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term Effective Date of this Agreement, as indicated above; subject, however, to earlier termination as expressly provided in Section 6 herein. The initial three (3) year Employment Term (as defined below) of this Agreement shall be extended automatically for one (1) additional month beginning with the first day of the twenty-third (23rd) month of the initial three (3) year term, and on the first day of each month thereafter the Employment Term of this Agreement automatically shall be extended one additional month; provided, however, either party may give the other party written notice that, beginning with the first of the month that is at ninety (90) days after the date of the notice, the Employment Term shall cease to be extended with respect to any termination of the Executive's employment other than a termination occurring during the Window Period (as defined in Section 6.7 herein). In the event such notice of intent not to be given in accordance with Section 11.01. If Employer elects to not renew is properly delivered by either party, then the Employment Term of this Agreement, prior to along with all corresponding rights, duties, and covenants with respect thereto, shall automatically expire ninety (90) days following the expiration end of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to later of the foregoing amountsinitial three- year Employment Term or, if Employer elects to not renew this Agreement applicable, the extended Employment Term then in accordance with this sectioneffect; provided, and subject to Employee’s continued employment throughhowever, and that notwithstanding the termination of employment on, the Employment Term (i) the provisions contained in Section 8 herein shall survive such expiration of and (ii) the then current term provisions and protections of this Agreement concerning a Change in Control of the Company (which shall be the Separation Dateas defined in Section 7 herein), including, without limitation, a Change in Control that occurs after the Employee will termination of the Employment Term, shall continue without interruption or change. This Agreement provides (x) for the employment of the Executive for an initial fixed term, which may be entitled extended, (such term, as it may be extended, is referred to receipt herein as the "Employment Term"), and (y) separately, whether or not the Employment Term has expired before a Change in Control of severance payments the Company occurs, for Change in Control employment protection for the Executive for as set forth herein:long as the Executive remains an employee of the Company (or any parent or subsidiary), and also with respect to certain terminations of the Executive's employment occurring during the Window Period prior to a Change in Control. Further, notwithstanding anything in this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or the Executive's beneficiaries) that have arisen (contingently or otherwise) under this Agreement on or prior to such termination.

Term of Employment. This Agreement shall terminate The Company hereby employs the Executive as an employee, advisor, and/or consultant of the Company (an “Employee”), and the Executive hereby accepts such Employment by the Company, for a period (as such period may be extended, the “Term”) commencing on March the Commencement Date and expiring on the first to occur of (a) the termination of the Executive’s Employment pursuant to Article 6, or (b) December 31, 2012 2019 (the “Termination Date”). Provided that if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be Executive’s Employment has not previously been terminated pursuant to Part VII of this Agreement. If Article 6, the Agreement is not terminated Executive’s Employment pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Employment Agreement shall automatically renew automatically on one occasion for an additional two one (1) year term and for successive additional two years terms thereafter, period unless a either Party furnishes notice notifies the other Party in writing of such Party’s intention its desire not to renew by the Executive’s Employment under this Employment Agreement no later than sixty one-hundred twenty (60120) days prior to the expiration date Termination Date (a “Non-Renewal Notice”). If the Company delivers the Non-Renewal Notice and the Executive does not terminate his Employment prior to the end of the current term of this AgreementTerm, any then such notice non-renewal shall be deemed to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, a termination by the Company of the Executive’s Employment without Cause (as defined below) as of immediately prior to the expiration of any current termthe Term, Employee and Section 6.2 shall be paid all accrued salary, vacation govern such termination. If the Executive delivers the Non-Renewal Notice and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employerthe Company does not terminate the Executive’s policies and this Agreement or which are provided to Employer Employment prior to the Separation Date end of the Term, then such non-renewal shall be deemed to be a termination by the Executive of his Employment without Good Reason (as defined below) in accordance with Employer’s policies and this Agreement. In addition as of immediately prior to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current Term, and Section 6.4 shall govern such termination. If the Term has been automatically extended for the additional one year period as set forth above and thereafter the Term of this Employment Agreement expires by its terms at the end of the Term without the Company having proffered a new employment agreement to the Executive to extend his term of Employment upon terms and conditions at least as favorable to the Executive as the most favorable he received under this Employment Agreement during the Term (which shall be including salary and benefits as well as authority, functions, services, rights and privileges as are commensurate with the Separation Date), Executive’s position as the Employee will be entitled to receipt of severance payments as set forth herein:), the Company shall pay to the Executive a severance payment equal to (5) times the Executive’s Annual Salary as set forth herein.

Term of Employment. This Agreement shall terminate on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant Subject to the first sentence provisions for termination as hereinafter provided, the term of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, employment under this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date be effective as of the current Effective Date and shall continue for a period of one (1) year following the Effective Date (the "Expiration Date"); provided, however, that beginning with the first anniversary of the term of this Agreement, and on each subsequent anniversary date of the term thereafter (each a "Renewal Date"), the term of this Agreement shall automatically be extended for an additional one year so that on each Renewal Date the then remaining, unexpired term of this Agreement shall be one (1) year, unless either party gives the other written notice of non-renewal at least ninety (90) days prior to any such notice to be given in accordance with Section 11.01Renewal Date. If Employer elects to not renew this Agreement, This Agreement shall terminate prior to the expiration of the initial term or any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current renewal term of this Agreement upon the earliest to occur of the following: the death or permanent disability (which as defined in Company's permanent disability insurance program, if any, then in effect covering Executive or if no permanent disability program is then in effect, in the opinion of the Executive exercised in good faith) of Executive; provided, however, that the Company shall be the Separation Date)remain responsible for and shall satisfy its obligations under its life and permanent disability insurance programs then in effect covering Executive as are referred to in Schedule B attached hereto and incorporated herein by reference for all purposes; and further provided, however, that in addition to Company's obligations to Executive under its life and permanent disability insurance programs then in effect covering Executive, the Employee will be entitled Company shall pay (a) to receipt any beneficiary or beneficiaries designated by the Executive or, if none, (b) to his estate or other legal representative in the event of severance payments Executive's death a pro rata portion of the Annual Base Salary to the last day of the month in which his death occurs; as set forth herein:permitted by Section 6 hereof by Executive for "Good Reason" (as hereinafter defined) pursuant to Section 6; as permitted by Section 7 hereof by Executive upon a "Change of Control of the Company" (as hereinafter defined pursuant to Section 7); or as permitted by Section 7 hereof, by Company for "Cause" (as hereinafter defined) pursuant to Section 7. Sections 6, 7, 8, and 11 shall survive the termination of this Agreement.

Term of Employment. This Unless Executive's employment shall sooner terminate pursuant to Section 7, the Company shall employ Executive on the terms and subject to the conditions of this Agreement for a term commencing on the date hereof (the "Commencement Date") and ending on the two-year anniversary of the Commencement Date (the "Initial Term"). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), Executive's employment hereunder shall terminate on March 31be deemed to be automatically extended, 2012 if either party upon the same terms and conditions, for an additional period of one year (each, an "Additional Term"), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless the Company or Executive, shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, least 3 months prior to the expiration of any current termthe Initial Term or such Additional Term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided of its or his intention not to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to extend the Separation Date Employment Period (as defined below) hereunder. Any such notice of non-extension delivered by the Company to Executive shall be deemed a termination of Executive's employment by the Company without Cause as of (i) the last day of the Initial Term or then current Additional Term, as the case may be, or (ii) any earlier date specified by the Company in accordance with Employer’s policies and this Agreementsuch notice, provided that such earlier date is not less than 30 days after the date such notice is delivered. In addition Any such notice of non-extension delivered by Executive to the foregoing amountsCompany shall be deemed a termination of Executive's employment by Executive without Good Reason as of the last day of the Initial Term or then current Additional Term, if Employer elects as the case may be. The period during which Executive is employed by the Company pursuant to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be referred to as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:"Employment Period."

Term of Employment. This Agreement Unless Executive's employment shall sooner ------------------ terminate on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If Section 7, Employer shall employ Executive for a term commencing on the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion date of the initial thirty-six consummation of the Merger (36the "Commencement Date") month termand ending on the fifth anniversary of the Commencement Date (the "Initial Term"). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), this Agreement Executive's employment hereunder shall renew be deemed to be automatically extended, upon the same terms and conditions, for an additional two period of one year term and for successive additional two years terms thereafter(each, an "Additional Term"), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) Employer, at least 60 days prior to the expiration date of the current term Initial Term or such Additional Term, shall give written notice (a "Non-Extension Notice") to Executive of its intention not to extend the Employment Period (as defined below) hereunder, provided that a Non- -------- Extension Notice shall not constitute a notice to Executive of the termination of his employment by Employer unless such notice specifically provides for such termination of employment and the specific date thereof. The period during which Executive is employed pursuant to this Amended Agreement, including any such notice to be given extension thereof in accordance with Section 11.01. If Employer elects to not renew this Agreementthe preceding sentence, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided referred to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to as the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:"Employment Period".

Term of Employment. This Subject to the termination provisions set forth elsewhere in this Employment Agreement, the initial term of this Employment Agreement and the Employee’s employment hereunder shall terminate on March 31, 2012 if either party shall have given the other no less than sixty be for a term of ninety (6090) days advance notice from the date of such termination this Employment Agreement (the “Initial Term”). Upon the ratification of this Employment Agreement by the Company’s stockholders in accordance with Section 11.01. Notwithstanding Article XII of the foregoingCompany’s bylaws (“Shareholder Ratification”), this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Employment Agreement shall renew automatically be extended after the Initial Term for an additional two three (3) year term (the “Extended Term”), and all other terms and conditions of this Employment Agreement shall continue to be binding on the Company without change, modification or amendment. If this Employment Agreement is so ratified, then the Extended Term shall be automatically extended after such three-year Extended Term for additional successive additional two years one (1) year terms thereafter, (the “Additional Terms”) unless a Party furnishes either party gives written notice of such Party’s intention termination to the other party not to renew by no later less than sixty ninety (6090) days prior to the expiration date end of the current term Extended Term or any such Additional Term (in which event this Employment Agreement shall terminate effective as of the close of the then existing Employment Term). The Initial Term, Extended Term, and any Additional Terms of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been Employment Agreement as provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this sectionSection 1, to the extent each is applicable, if at all, are collectively referred to in this Employment Agreement as the “Employment Term.” This Employment Agreement and subject to Employee’s continued employment through, and termination of employment on, the expiration parties’ obligations hereunder shall terminate at the end of the then current term Employment Term, except as otherwise provided herein; for avoidance of this Agreement (which shall be doubt, at the Separation Date)end of the Employment Term, the Employee shall be an at-will be entitled employee of the Company if the Company and the Employee agree to receipt of severance payments as set forth herein:such continued employment. South Texas Oil Company Xxxxxxx Employment Agreement June 2008

Term of Employment. This Agreement shall terminate on March 31, 2012 if either party shall have given Executive’s initial term of employment with the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, Partnership under this Agreement shall renew be for the period from the Effective Date through the date that is four (4) years from the Effective Date (the “Initial Term of Employment”). Thereafter, the Employment Period hereunder shall be automatically extended repetitively for an additional two one (1) year term and for successive additional two years terms thereafterperiod on each anniversary of the Effective Date, unless a Notice of Termination (pursuant to Section 7) is given by either the Partnership or Executive to the other Party furnishes notice of such Party’s intention not to renew by no later than at least sixty (60) days prior to the expiration date end of the Initial Term of Employment or any one-year extension thereof, as applicable, that the Agreement will not be renewed for a successive one-year period after the end of the current term one-year period. The Partnership and Executive shall each have the right to give Notice of Termination at will, with or without cause, at any time subject, however, to the terms and conditions of this Agreement regarding the rights and duties of the Parties upon termination of employment. The Initial Term of Employment and any one-year extension of employment hereunder, shall each be referred to herein as a “Term of Employment.” The period from the Effective Date through the date of Executive’s termination of employment with the Partnership and all Affiliates, for whatever reason, shall be referred to herein as the “Employment Period.” Notwithstanding the above, Executive agrees to remain available beyond the Employment Period to provide assistance to the Partnership or its Affiliates in the event the Partnership or its Affiliate become involved in litigation regarding matters of which Executive has relevant knowledge resulting from Executive’s employment with the Partnership. Such post-termination assistance shall be provided by Executive in the capacity of an independent contractor at an agreed-upon, reasonable consulting fee, and shall not be deemed to create or continue an employee-employer relationship or to represent a continuation of any provision of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:.

Term of Employment. Executive’s employment under this Agreement shall commence on the Effective Date hereof and continue for a period of two (2) years (the “Initial Term”), or until otherwise terminated in accordance with the provisions of this Article III. This Agreement shall terminate on March 31automatically renew for successive one (1)-year terms (each, 2012 if either party shall have given the other no less than sixty (60any, a “Renewal Term”) days advance notice of such termination unless earlier terminated in accordance with Section 11.01the provisions of this Article III or unless either Party provides the other Party with a minimum of thirty (30) days prior written notice of non-renewal prior to the end of the Initial Term. Notwithstanding the foregoing, If this Agreement may be terminated pursuant to Part VII is in a Renewal Term, non- renewal of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement any upcoming Renewal Term shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than require sixty (60) days prior written notice of non- renewal prior to the expiration date end of the then-current term Renewal Term. For purposes of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew the period of time from the date hereof until the termination or non-renewal of this Agreement, prior including the Initial Term and any Renewal Term, will be referred to herein as the expiration of any current term, Employee “Term.” The date this Agreement terminates shall be referred to as the “Termination Date”. Executive’s salary shall commence upon the Effective Date and shall be paid all accrued salaryan amount equal to one month of the annual salary equal to $33,000 on or before February 14, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement2024. In addition the event the IPO is not consummated by February 14, 2024, Executive may terminate the Agreement on such date (“Early Termination Right”) upon written notice to Company (email being sufficient). Executive acknowledges that the foregoing amounts, if Employer elects to continuation of health and medical benefits following Executive exercising the Early Termination Right may not renew this Agreement in accordance with this section, be feasible under the terms and subject to Employee’s continued employment through, and termination of employment on, the expiration conditions of the then current term Company’s plan administered by Tri-Net. The Company will use its best efforts to qualify Executive for inclusion in the Company’s plan through the remainder of this Agreement (which shall be calendar year 2024. If Executive exercises the Separation Date)Early Termination Right, the Employee Executive will not be entitled to receipt any severance benefits or other compensation and benefits under the Agreement. If Executive exercises the Early Termination Right, Section 1.2(c), 4.3 and Article V shall survive such termination of severance payments as set forth herein:this Agreement.

Term of Employment. This Agreement shall terminate DUTIES. From the period commencing on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term date hereof and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days ending immediately prior to the expiration date Effective Time (as defined in the S-1 registration filed by "AMP" in connection with its IPO (or in the event of a sale or merger ("Sale or Merger") of the current term Company, as defined in the definitive agreement associated therewith) the employment of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee Executive shall be paid all accrued salary, vacation governed by the terms and reimbursement expenses for which expense reports have been provided to Employer conditions set forth in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Prior Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current The term of this Agreement (which the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the third anniversary of the Effective Time (such initial term of the Agreement referred to as the "Initial Term"); PROVIDED, HOWEVER, that the Term shall automatically be renewed for successive, additional three year periods at the end of the Initial Term and each renewal term thereafter, unless either the Company or the Executive provides at least one year's notice to the other of its intention not to renew the Term; and PROVIDED, FURTHER, that if the "IPO", Sale, or Merger, is terminated in accordance with its terms prior to the Effective Time or the "IPO," the Sale or Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. During the Term, the Executive shall be employed as the Separation Date)Senior Vice President, Regional Operations Officer of the Employee will be entitled Company, reporting to receipt the President and Chief Executive Officer of severance payments as set forth herein:the Company, with the traditional duties, responsibilities and authority of such office of companies similar in size to the Company. The Executive agrees that he shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy and attention to the business of the Company and its subsidiaries.

Term of Employment. This Agreement shall terminate The Company hereby employs the Executive as of the Effective Date, and Executive accepts employment by the Company on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination terms and subject to the conditions set forth in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII The initial term of this Agreement or pursuant to shall commence on the first sentence of this Section 2.02Effective Date and shall end on December 31, at 2019 (the conclusion “Initial Term”). At the end of the initial thirty-six Initial Term, the Term of Employment (36as defined below) month term, this Agreement shall renew be automatically extended without further action of the parties for an additional two one-year term and for successive additional two years terms period (the “Extended Term”) unless, at least ninety (90) days before the expiration of the Initial Term or any Extended Term thereafter, unless a Party furnishes party provides notice of such Party’s intention not to renew by no later than sixty (60) days prior in writing to the expiration date other party that the Term of Employment shall not be further extended (“Notice Not to Extend”). The failure to timely deliver a Notice Not to Extend can be waived by Executive or by the current term Board of Directors at any time. In the event the Company delivers a Notice Not to Extend Notice the Executive will receive, by January 10th following the year such notice was received, severance pay in an amount equal to four (4) months of his then Base salary (as defined below), in the form of a 1099 payment (without any withholding). For purposes of this Agreement, the “Term of Employment” shall include the Initial Term and any such notice to be given in accordance Extended Term, but the Term of Employment shall end upon the conclusion of any non-extended Initial Term or Extended Term or upon any termination or separation of Executive’s employment with Section 11.01the Company (the “Termination Date”). If Employer elects to not renew For purposes of Sections 12-15 of this Agreement, prior the provision of a Notice Not to Extend the Term of Employment by either party to the expiration of any current term, Employee other shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and constitute a termination of Executive’s employment onby the Company with Cause, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:a Termination Without Cause or a resignation.

Term of Employment. This Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall terminate initially be for a period beginning on March the date hereof and ending August 31, 2012 if either party 2002; PROVIDED that on September 1, 2002 and on each September 1 thereafter, the term of the Executive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such September 1, 2002, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (i) the termination of Executive's employment hereunder, and (ii) the later of August 31, 2002 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the Employment Term. If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, with or without cause and with or without notice, but shall in all other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding respects be subject to the foregoing, this Agreement may be terminated pursuant to Part VII terms and conditions of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:.

Term of Employment. (a) The term of Executive’s employment under this Agreement (the “Term of Employment”) shall commence on the Effective Date and expire on the third anniversary thereof or such later date as agreed upon by the Parties pursuant to Section 3(b), below, unless terminated prior thereto in accordance herewith. This Agreement shall not be automatically renewable and, unless mutually extended by the Parties by an agreement in writing, shall terminate on March 31upon the expiration of the Term of Employment; provided, 2012 if either party shall have given however, that (i) simultaneously with the other no less than sixty (60) days advance notice expiration of such the Term of Employment and termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If , Executive’s employment shall continue on an “at will” basis unless or until such “at will” employment is terminated by the Agreement Company or Executive by notice in writing, (ii) during the term of such “at will” employment, if there is not terminated pursuant to Part VII a termination by Executive with Good Reason (as defined below) (and solely for purposes of determining whether there is a Good Reason termination under this clause (ii) of this Agreement Section 3(a) and for purposes of calculating the benefits to Executive of a termination by Executive for Good Reason or pursuant by the Company without Cause (as defined below), the provisions of Sections 4, 5 and 6 shall be deemed to be in full force and effect during such term) or if there is a termination by the Company without Cause, in either such case, whether such termination for Good Reason or without Cause occurs prior to or following a Change in Control (as defined below), Executive shall be entitled to and his sole remedies for such termination (subject to the first immediately following clause (iii)) shall be as set forth in Section 8(c) (which Section 8(c) shall continue in full force and effect during the “at will” employment period), and not as set forth in Section 8(e), and (iii) as provided in Section 24, (x) the provisions of Sections 1 and 2, this second sentence of this Section 2.023(a), at the conclusion Sections 8(g), (h), (i), (j) and (m), and Sections 9 through 30 of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to survive the expiration date of the current term termination of this Agreement, any such notice to be given Agreement and remain in full force and effect in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this sectiontheir terms, and subject to Employee’s continued employment through, and (y) the termination of employment on, the expiration of the then current term of this Agreement (which shall be not affect any rights or obligations of the Separation DateParties accrued under this Agreement prior to or in connection with such termination and, with respect to such surviving provisions and those that survive under Section 3(a), the Employee will be entitled to receipt of severance payments as set forth herein:thereafter.

Term of Employment. This Termination of Prior Agreement and Waiver of Rights and Benefits and Release of Obligations Thereunder. Pursuant to this Agreement, the Bank and BCH employ the Executive and the Executive hereby accepts employment with the Bank and BCH, upon the terms and conditions hereinafter set forth. The term of Executive’s employment under this Agreement shall terminate be a period of three (3) years from the date hereof, subject to the termination provisions of paragraph 16. Upon the occurrence of the third annual anniversary of the date of this Agreement, and on March 31each anniversary date thereafter unless terminated earlier, 2012 if either party the term of Executive’s employment under this Agreement shall have given the other no less than sixty be deemed automatically extended for an additional one (601) days advance notice of such termination in accordance with Section 11.01year period. Notwithstanding the foregoing, BCH, the Bank and the Executive acknowledge and agree that the Executive’s employment is “at will” and nothing contained in this Agreement may is intended by the parties or shall be terminated pursuant interpreted to Part VII amend, modify or otherwise change the “at will” nature of the employment relationship between BCH, the Bank and the Executive including, but not limited to, the right of any party to terminate the employment relationship at any time during (i) such three (3) year term of Executive’s employment under this Agreement and/or (ii) any additional one (1) year extended period of the term of Executive’s employment under this Agreement, in each case of (i) and (ii) above, in accordance with and subject to the termination provisions of paragraph 16 of this Agreement. If In consideration of the Executive’s base salary and such other benefits provided pursuant to this Agreement, which the Executive, BCH and the Bank acknowledge and agree represents an increase in compensation benefits over the compensation benefits provided under the Prior Agreement and is adequate consideration for the termination of the Prior Agreement, BCH, the Bank and the Executive agree that the Prior Agreement is hereby terminated effective as of the date of this Agreement and that this Agreement is intended by the parties hereto to supersede in full and constitute a complete replacement for the Prior Agreement and any rights and benefits thereunder, but does not terminated pursuant to Part VII supersede or replace the rights and benefits under (i) the Indemnification Agreement specified in paragraph 5 of this Agreement, (ii) the Supplemental Executive Retirement Plan specified in paragraph 13(d) of this Agreement, or (iii) any stock option or equity award agreement between BCH and the Executive as specified in paragraph 12 of this Agreement. In furtherance thereof and notwithstanding any other provision of this Agreement or pursuant the Prior Agreement to the first sentence contrary, the Executive, for himself, and his heirs, beneficiaries, executors, administrators, trustees, and any other legal or personal representatives, agents, successors or permitted assignees or transferees, further expressly agrees to and does hereby waive and relinquish any and all claims, rights and benefits under the Prior Agreement and specifically releases the Bank and BCH, and their respective directors, officers, employees, agents, affiliates and successors, from any obligations, duties and liabilities under the Prior Agreement including the waiver of this any claims and matters covered or contemplated by California Civil Code Section 2.02, 1542 which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the conclusion time of executing the initial thirty-six (36) month termrelease, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew which if known by no later than sixty (60) days prior to him or her must have materially affected his or her settlement with the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:debtor.”

Term of Employment. This Agreement and Employee's employment hereunder shall commence as of December 15, 1998 and continue until the second anniversary of such date, and shall be renewed annually at each December 15 anniversary date (commencing December 15, 1999) for an additional one year period so that the term hereof at each renewal date shall be a two year period, unless a party to this Agreement gives notice at least ninety (90) days prior to such renewal date that this Agreement shall not be renewed, in which case this Agreement shall terminate on March 31, 2012 if either party shall have given at the other no less than sixty (60) days advance notice end of such termination in accordance with Section 11.01the ensuing year. Notwithstanding the foregoingParagraph (a) above, this Agreement may be sooner terminated pursuant to Part VII by Radica for Cause, by Employee without consent of this AgreementRadica, by Radica without Cause, or by Radica in the event of the Total Disability of Employee. If the Agreement is not terminated pursuant to Part VII On termination of this Agreement or pursuant to the first sentence Paragraph (a) above, or by Radica for Cause, or by Employee without consent of this Section 2.02Radica, at the conclusion all benefits and compensation shall cease as of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice date of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01Termination. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and On termination of employment on, the expiration of the then current term of this Agreement by Radica without Cause or in event of Total Disability of Employee, all benefits and compensation shall continue for twelve (which shall be the Separation Date), the 12) months after such a Termination. BUSINESS EXPENSE REIMBURSEMENT. Employee will be entitled to receipt reimbursement by Radica Group for the reasonable business expenses paid by him on behalf of severance payments Radica Group in the course of his employment hereunder on presentation to Radica Group of appropriate vouchers (accompanied by receipts or paid bills) setting forth information sufficient to establish: the amount, date, and place of each such expense; the business reason for each such expense and the nature of the business benefit derived or expected to be derived as set forth herein:a result thereof; and the names, occupations, addresses, and other information sufficient to establish the business relationship to Radica Group of any person who was entertained by Employee.

Term of Employment. This Agreement shall terminate on March 31, 2012 if either party shall have given Executive’s initial term of employment with the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, Partnership under this Agreement shall renew be for the period from the Effective Date through the date that is one (1) year from the Effective Date (the “Initial Term of Employment”). Thereafter, the Employment Period hereunder shall be automatically extended repetitively for an additional two one (1) year term and for successive additional two years terms thereafterperiod on each anniversary of the Effective Date, unless a Notice of Termination (pursuant to Section 7) is given by either the Partnership or Executive to the other Party furnishes notice of such Party’s intention not to renew by no later than at least sixty (60) days prior to the expiration date end of the Initial Term of Employment or any one-year extension thereof, as applicable, that the Agreement will not be renewed for a successive one-year period after the end of the current term one-year period. The Partnership and Executive shall each have the right to give Notice of Termination at will, with or without cause, at any time subject, however, to the terms and conditions of this Agreement regarding the rights and duties of the Parties upon termination of employment. The Initial Term of Employment, and any one-year extension of employment hereunder, shall each be referred to herein as a “Term of Employment.” The period from the Effective Date through the date of Executive’s termination of employment with the Partnership and all Affiliates, for whatever reason, shall be referred to herein as the “Employment Period.” Notwithstanding the above, Executive agrees to remain available beyond the Employment Period to provide assistance to the Partnership or its Affiliates in the event the Partnership or its Affiliate become involved in litigation regarding matters of which Executive has relevant knowledge resulting from Executive’s employment with the Partnership. Such post-termination assistance shall be provided by Executive in the capacity of an independent contractor at a mutually agreed-upon, reasonable consulting fee, and shall not be deemed to create or continue an employee-employer relationship or to represent a continuation of any provision of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:.

Term of Employment. (a) The term of Executive’s employment under this Agreement (the “Term of Employment”) shall commence on the Effective Date and expire on the third anniversary thereof or such later date as agreed upon by the Parties pursuant to Section 3(b), below, unless terminated prior thereto in accordance herewith. This Agreement shall not be automatically renewable and, unless mutually extended by the Parties by an agreement in writing, shall terminate on March 31upon the expiration of the Term of Employment; provided, 2012 if either party shall have given however, that (i) simultaneously with the other no less than sixty (60) days advance notice expiration of such the Term of Employment and termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If , Executive’s employment shall continue on an “at will” basis unless or until such “at will” employment is terminated by the Agreement Company or Executive by notice in writing, (ii) during the term of such “at will” employment, if there is not terminated pursuant to Part VII a termination by Executive with Good Reason (as defined below) [and solely for purposes of determining whether there is a Good Reason termination under this clause (ii) of this Agreement Section 3(a) and for purposes of calculating the benefits to Executive of a termination by Executive for Good Reason or pursuant by the Company without Cause (as defined below), the provisions of Sections 4, 5 and 6 shall be deemed to be in full force and effect during such term] or if there is a termination by the Company without Cause, in either such case, whether such termination for Good Reason or without Cause occurs prior to or following a Change in Control (as defined below), Executive shall be entitled to and his sole remedies for such termination (subject to the first immediately following clause (iii)) shall be as set forth in Section 8(c) (which Section 8(c) shall continue in full force and effect during the “at will” employment period), and not as set forth in Section 8(e), and (iii) as provided in Section 24, (x) the provisions of Sections 1 and 2, this second sentence of this Section 2.023(a), at the conclusion Sections 8(g), (h), (i), (j) and (m), and Sections 9 through 30 of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to survive the expiration date of the current term termination of this Agreement, any such notice to be given Agreement and remain in full force and effect in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this sectiontheir terms, and subject to Employee’s continued employment through, and (y) the termination of employment on, the expiration of the then current term of this Agreement (which shall be not affect any rights or obligations of the Separation DateParties accrued under this Agreement prior to or in connection with such termination and, with respect to such surviving provisions and those that survive under Section 3(a), the Employee will be entitled to receipt of severance payments as set forth herein:thereafter.

Term of Employment. This Agreement Employee’s term of employment shall terminate commence as of the Commencement Date and shall end and expire on March 31, 2012 if either party shall have given the other no less than sixty close of business on the last day of the month which includes or coincides with the date marking the five (605) days advance notice year anniversary of the Commencement Date (such termination in accordance with Section 11.01. Notwithstanding period the foregoing, this Agreement “Term”); provided that Employee’s employment may be earlier terminated pursuant to Part VII the terms expressly set forth herein below. The period during which Employee’s employment with the Company continues, whether under this Agreement or otherwise, but without termination is herein referred to as the “Employment Period.” The parties agree that commencing on the date which is [*] to the schedule expiration of this Agreement. If the Agreement is not terminated pursuant Term, the Company shall notify Employee of its desire, without obligation, to Part VII either renew or extend the then current Term of this Agreement or pursuant to the first sentence of permit this Section 2.02, at the conclusion Agreement to expire as of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice last day of the then current Term. Upon receipt of such Partynotice indicating the Company’s intention not desire to renew by no later than sixty (60) days prior to or extend the expiration date of the then current term Term of this Agreement, the parties shall thereafter discuss in good faith such renewal or extension and any changes or modifications desired to be made to this Agreement with respect to same; provided that absent both the Company and Employee reaching mutual written agreement as to any such notice to be given in accordance with Section 11.01. If Employer elects to not renew renewal or extension of the Term and/or modification of this Agreement, prior to neither the expiration of any current term, Company nor Employee shall be paid all accrued salaryunder any obligation to implement same, vacation it being intended that any such renewal or extension and/or modifications shall be within the sole and reimbursement expenses for which expense reports have been provided to Employer absolute discretion of each of the Company and Employee until such time as a definitive written agreement is reached and implemented as between the Company and Employee addressing such matters. Unless the parties otherwise agree in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amountswriting, if Employer elects to not renew this Agreement in accordance with this section, and subject to continuation of Employee’s continued employment through, and termination of employment on, with the Company following the expiration of the then current term Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement (which and Employee’s employment may thereafter be terminated at will by either Employee or the Company; provided that the provisions of Sections 4, 7, 8, 9,10,11 and 15 of this Agreement shall be the Separation Date), the Employee will be entitled to receipt survive any termination of severance payments as set forth herein:this Agreement or Employee’s termination of employment hereunder.

Term of Employment. This Agreement shall terminate DUTIES. From the period commencing on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term date hereof and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days ending immediately prior to the expiration date Effective Time (as defined in the S-1 registration filed by "AMP" in connection with its IPO (or in the event of a sale or merger ("Sale or Merger") of the current term Company, as defined in the definitive agreement associated therewith) the employment of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee Executive shall be paid all accrued salary, vacation governed by the terms and reimbursement expenses for which expense reports have been provided to Employer conditions set forth in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Prior Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current The term of this Agreement (which the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the fifth anniversary of the Effective Time (such initial term of the Agreement referred to as the "Initial Term"); PROVIDED, HOWEVER, that the Term shall automatically be renewed for successive, additional five year periods at the end of the Initial Term and each renewal term thereafter, unless either the Company or the Executive provides at least one year's notice to the other of its intention not to renew the Term; and PROVIDED, FURTHER, that if the "IPO", Sale, or Merger, is terminated in accordance with its terms prior to the Effective Time or the "IPO," the Sale or Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. During the Term, the Executive shall be employed as the Separation Date)President, and Chief Executive Officer of the Company, and serve as Chairman of the Company's Executive Committee, reporting to the Board of Directors of the Company, serving the Board of Directors of the Company (the "Board") with the traditional duties, responsibilities and authority of such office companies similar in size to the Company including the duties authorized as is set forth on Exhibit B attached hereto. Executive shall during the term hereof serve as a member of the Board of Directors and will serve as its Chairman. The Executive agrees that he shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy and attention to the business of the Company and its subsidiaries. Notwithstanding the above, the Employee Company acknowledges and agrees that Executive will be entitled permitted to receipt devote a reasonable amount of severance payments as set forth herein:business time, energy, and attention to pursuit of activities on behalf of the entities described on Exhibit 2, attached hereto and pursue other business and personal endeavors that do not reasonably interfere with his duties under this Agreement.

Term of Employment. This Agreement shall terminate DUTIES. From the period commencing on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term date hereof and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days ending immediately prior to the expiration date Effective Time (as defined in the S-1 registration filed by "AMP" in connection with its IPO (or in the event of a sale or merger ("Sale or Merger") of the current term Company, as defined in the definitive agreement associated therewith) the employment of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee Executive shall be paid all accrued salary, vacation governed by the terms and reimbursement expenses for which expense reports have been provided to Employer conditions set forth in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Prior Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current The term of this Agreement (which the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the third anniversary of the Effective Time (such initial term of the Agreement referred to as the "Initial Term"); PROVIDED, HOWEVER, that the Term shall automatically be renewed for successive, additional three year periods at the end of the Initial Term and each renewal term thereafter, unless either the Company or the Executive provides at least one year's notice to the other of its intention not to renew the Term; and PROVIDED, FURTHER, that if the "IPO", Sale, or Merger, is terminated in accordance with its terms prior to the Effective Time or the "IPO," the Sale or Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. During the Term, the Executive shall be employed as the Separation Date)Senior Vice President, and Chief Financial Officer of the Employee will be entitled Company, and serve as member of the Company's Executive Committee, reporting to receipt the President and Chief Executive Officer of severance payments the Company with the traditional duties, responsibilities and authority of such office in companies similar in size to the Company. Executive shall during the term hereof serve as set forth herein:a member of the Board of Directors. The Executive agrees that he shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy and attention to the business of the Company and its subsidiaries.

Term of Employment. This Unless terminated earlier under the provisions of this Agreement, the initial term of employment of the Physician shall be for a period of five (5) years (the "Initial Term"), commencing on March 5, 1998, (the "Commencement Date") and expiring on March 4, 2003 (the "Expiration Date"). Unless terminated earlier under the provisions of this Agreement, and provided that both (i) the Physician shall be less than sixty five (65) years of age on the Expiration Date of the Initial Term, or a Renewal Term (as defined below); and, (ii) the Company has met the Earnings Threshold (as defined below), then the Physician may elect, in his or her sole discretion, to extend the Initial Term or a Renewal Term for an additional period of three (3) years (a "Renewal Term") by sending a written notice (a "Renewal Notice") to KTPA at least One Hundred Eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect, as the case may be. Any Renewal Terms shall be upon the same terms and conditions as contained in this Agreement, except where otherwise specified in this Agreement or by the parties in writing. Unless terminated earlier under the provisions of this Agreement, this Agreement shall terminate on March 31, 2012 upon the Expiration Date of the Initial Term or Renewal Term then in effect (i) if either party shall have given the other no less Physician elects not to extend the term of the Agreement by timely sending KTPA a Renewal Notice; (ii) if the Physician is older than sixty five (6065) days advance notice years of such termination age on the Expiration Date of the Initial Term or a Renewal Term, as the case may be; or (iii) in accordance with Section 11.01KTPA's sole discretion, if the Company has not met the Earnings Threshold as of the date the Renewal Notice is received. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII For purposes of this Agreement. If , any references to the "Term" of the Agreement is not terminated shall be to the Initial Term and any Renewal Terms then in effect. For purposes of this Agreement, a Contract Year shall be defined as the twelve (12) month period commencing on the Commencement Date of this Agreement (or on its anniversary in subsequent years) and ending on the day before the anniversary of the Commencement Date. During the term of the MSA, the Earnings Threshold shall be met when the aggregate amount of all monthly Management Fees paid to Sheridan pursuant to Part VII Article IV of the MSA during each Contract Year of the Initial Term or Renewal Term then in effect is equal to at least Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000.00) (the "Base Amount"). In the event that the MSA is terminated for any reason, the Earnings Threshold shall be met if the net earnings of the Company for the most recent four (4) quarters for which financial information is available on the expiration date of the Initial Term or Renewal Term then in effect (after payment of any physician base compensation pursuant to Section 3(a)(i) of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion any other written arrangement with any other physician employee of the initial thirty-six (36) month termCompany, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration but before payment of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided Incentive Compensation pursuant to Employer in accordance with Employer’s policies and Section 3(a)(iii) of this Agreement or which are provided pursuant to Employer prior any other written arrangement with any other physician employee of the Company) is at least equal to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:Base Amount.

Term of Employment. This Agreement shall terminate on March 31, 2012 if either party shall have given Executive’s initial term of employment with the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, Partnership under this Agreement shall renew be for the period from the Effective Date through the date that is four (4) years from the Effective Date (the “Initial Term of Employment”). Thereafter, the Employment Period hereunder shall be automatically extended repetitively for an additional two one (1) year term and for successive additional two years terms thereafterperiod on each anniversary of the Effective Date, unless a Notice of Termination (pursuant to Section 7) is given by either the Partnership or Executive to the other Party furnishes notice of such Party’s intention not to renew by no later than at least sixty (60) days prior to the expiration date end of the Initial Term of Employment or any one-year extension thereof, as applicable, that the Agreement will not be renewed for a successive one-year period after the end of the current term one-year period. The Partnership and Executive shall each have the right to give Notice of Termination at will, with or without cause, at any time subject, however, to the terms and conditions of this Agreement regarding the rights and duties of the Parties upon termination of employment. The Initial Term of Employment, and any one-year extension of employment hereunder, shall each be referred to herein as a “Term of Employment.” The period from the Effective Date through the date of Executive’s termination of employment with the Partnership and all Affiliates, for whatever reason, shall be referred to herein as the “Employment Period.” Notwithstanding the above, Executive agrees to remain available beyond the Employment Period to provide assistance to the Partnership or its Affiliates in the event the Partnership or its Affiliate become involved in litigation regarding matters of which Executive has relevant knowledge resulting from Executive’s employment with the Partnership. Such post-termination assistance shall be provided by Executive in the capacity of an independent contractor at an agreed-upon, reasonable consulting fee, and shall not be deemed to create or continue an employee-employer relationship or to represent a continuation of any provision of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:.

Term of Employment. This Agreement shall terminate DUTIES. From the period commencing on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term date hereof and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days ending immediately prior to the expiration date Effective Time (as defined in the S-1 registration filed by "AMP" in connection with its IPO, the employment of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee Executive shall be paid all accrued salary, vacation governed by the terms and reimbursement expenses for which expense reports have been provided to Employer conditions set forth in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Prior Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current The term of this Agreement (which the "Term") and Executive's employment with the Company hereunder shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the third anniversary of the Effective Time (such initial term of the Agreement referred to as the "Initial Term"); PROVIDED, HOWEVER, that the Term shall automatically be renewed for successive, additional two year periods at the end of the Initial Term and each renewal term thereafter, unless either the Company or the Executive provides at least one year's notice to the other of its intention not to renew the Term; and PROVIDED, FURTHER, that if the "IPO" is terminated in accordance with its terms prior to the Effective Time or the "IPO" is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. During the Term, the Executive shall be employed as the Separation Date)of the Company, reporting to the Employee President of the Company, serving at the will of the Board of Directors of the Company (the "Board") with the traditional duties, responsibilities and authority of such office in companies similar in size to the Company. The Executive agrees that he shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy and attention to the business of the Company and its subsidiaries, provided, however, that Executive shall be entitled permitted to receipt devote a reasonable amount of severance payments business time, energy and attention to the pursuit of activities on behalf of the entities described on the attached Exhibit B hereto and disclosed to Company in connection with Company's acquisition of the assets of Pyramid Anesthesiology Group, Inc. so long as set forth herein:such devotion does not unreasonably interfere with the performance of Executive's duties hereunder.

Term of Employment. This Agreement shall terminate Effective as of the Date of Hire, the Company agrees to employ Employee, and Employee accepts employment by the Company, for the period commencing on March 31the Date of Hire and ending on the first anniversary of the Date of Hire (the “Initial Term”), 2012 if either party shall have given the other no less than sixty (60) days advance notice of such subject to earlier termination as hereinafter set forth in Article III. Unless earlier terminated in accordance with Section 11.01. Notwithstanding Article III, following the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion expiration of the initial thirty-six (36) month termInitial Term, this Agreement shall renew be automatically for an additional two year term and renewed for successive additional two years terms thereafterone-year periods (collectively, unless the “Renewal Terms”; individually, a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60“Renewal Term”) unless, at least 90 days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement Initial Term or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term Renewal Term, either party provides the other with a written notice of intention not to renew, in which case the Employee’s employment with the Company, and the Company’s obligations hereunder, shall terminate as of the end of the Initial Term or said Renewal Term, as applicable, provided however that Employee shall agree to continue his employment hereunder at the option of the Company for a period of 6 months following written notice by either party of intention to terminate or not to renew (other than any such written notice given within 90 days following a Change in Control). Except as otherwise expressly provided herein, the terms of this Agreement (which during any Renewal Term shall be the Separation Date)same as the terms in effect immediately prior to such renewal, subject to any such changes or modifications as mutually may be agreed between the Employee will parties as evidenced in a written instrument signed by both the Company and Employee. As used herein, “Change in Control” shall mean a change in the ownership of the Company, such that more than 50% of the equity securities of the Company are acquired by any person or group (as such terms are defined for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that does not own common stock of the Company on the Date of Hire; provided, however, no Change in Control shall be entitled deemed to receipt occur if such Change in Control is effected pursuant to any internal reorganization of severance payments as set forth herein:the Company (including, by way of example, establishment of a new holding company for the Company) that does not result in a change of more than 50% of the ultimate equity ownership of the Company.

Term of Employment. This Agreement shall terminate on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice Employee’s term of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, employment as Executive Advisor under this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereaftercommence on the Commencement Date and, unless a Party furnishes notice of such Party’s intention not subject to renew by no later than sixty (60) days prior to the expiration date of the current term of termination as provided in this Agreement, any such notice shall have a term ending on December 31, 2010 (the “Term of Employment”). Throughout the Term of Employment, Company agrees to be given in accordance provide Employee with Section 11.01meaningful assignments commensurate with Employee’s role as Executive Advisor. If Employer elects to not renew this Agreement, prior to Following the expiration Term of any current termEmployment, Employee shall be not entitled to any severance payments, but will be entitled to Accrued Obligations as follows: the Company shall pay to the Employee (a) within five (5) business days following the date of termination of Employee’s employment, a lump sum equal to (i) Employee’s Base Salary earned on or prior to the date of such termination but not yet paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer Employee in accordance with Employerthe Company’s policies customary procedures and this Agreement practices regarding the salaries of senior executives, (ii) any business expenses incurred by Employee and not yet reimbursed by the Company under Section 5 below as of the date of such termination, (iii) any vacation time accrued but unused as of the date of such termination, and (iv) any 2007 Bonus or which are provided to Employer Bonus (as described in Section 3.2 hereof) earned but not yet paid for any calendar year prior to the Separation Date date of such termination, and (defined belowb) any benefits accrued and vested under any of the Company’s employee benefit programs, plans and practices on or prior to the date of termination of Employee’s employment (remuneration described in (a) and (b) above are collectively referred to as the “Accrued Obligations” herein) in accordance with Employer’s policies the terms of such programs, plans and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:practices.

Term of Employment. This Unless terminated earlier under the provisions of this Agreement, the initial term of employment of the Physician shall be for a period of five (5) years (the "Initial Term"), commencing on March 5, 1998, (the "Commencement Date") and expiring on March 4, 2003 (the "Expiration Date"). Unless terminated earlier under the provisions of this Agreement, and provided that both (i) the Physician shall be less than sixty five (65) years of age on the Expiration Date of the Initial Term, or a Renewal Term (as defined below); and, (ii) the Company has met the Earnings Threshold (as defined below), then the Physician may elect, in his or her sole discretion, to extend the Initial Term or a Renewal Term for an additional period of three (3) years (a "Renewal Term") by sending a written notice (a "Renewal Notice") to MCPA at least One Hundred Eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect, as the case may be. Any Renewal Terms shall be upon the same terms and conditions as contained in this Agreement, except where otherwise specified in this Agreement or by the parties in writing. Unless terminated earlier under the provisions of this Agreement, this Agreement shall terminate on March 31, 2012 upon the Expiration Date of the Initial Term or Renewal Term then in effect (i) if either party shall have given the other no less Physician elects not to extend the term of the Agreement by timely sending MCPA a Renewal Notice; (ii) if the Physician is older than sixty five (6065) days advance notice years of such termination age on the Expiration Date of the Initial Term or a Renewal Term, as the case may be; or (iii) in accordance with Section 11.01MCPA's sole discretion, if the Company has not met the Earnings Threshold as of the date the Renewal Notice is received. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII For purposes of this Agreement. If , any references to the "Term" of the Agreement is not terminated shall be to the Initial Term and any Renewal Terms then in effect. For purposes of this Agreement, a Contract Year shall be defined as the twelve (12) month period commencing on the Commencement Date of this Agreement (or on its anniversary in subsequent years) and ending on the day before the anniversary of the Commencement Date. During the term of the MSA, the Earnings Threshold shall be met when the aggregate amount of all monthly Management Fees paid to Sheridan pursuant to Part VII Article IV of the MSA during each Contract Year of the Initial Term or Renewal Term then in effect is equal to at least Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000.00) (the "Base Amount"). In the event that the MSA is terminated for any reason, the Earnings Threshold shall be met if the net earnings of the Company for the most recent four (4) quarters for which financial information is available on the expiration date of the Initial Term or Renewal Term then in effect (after payment of any physician base compensation pursuant to Section 3(a)(i) of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion any other written arrangement with any other physician employee of the initial thirty-six (36) month termCompany, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration but before payment of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided Incentive Compensation pursuant to Employer in accordance with Employer’s policies and Section 3(a)(iii) of this Agreement or which are provided pursuant to Employer prior any other written arrangement with any other physician employee of the Company) is at least equal to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:Base Amount.

Term of Employment. This Commencing on May 17, 2010 (the “Commencement Date”), and unless Executive’s employment shall sooner terminate pursuant to Section 9, the Company shall continue to employ Executive on the terms and subject to the conditions of this Agreement from the date first written above through June 30, 2011 (the “Initial Term”). Effective upon the expiration of the Initial Term and each Additional Term (as defined below), Executive’s employment hereunder shall terminate on March 31be deemed to be automatically extended, 2012 if either party upon the same terms and conditions, for an additional period of one (1) year (each, an “Additional Term”), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless the Company shall have given the other no less than sixty (60) days advance written notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02Executive, at the conclusion of the initial thirty-six least ninety (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (6090) days prior to the expiration date of the current term Initial Term or such Additional Term, of its intention not to extend the Employment Period (as defined below) hereunder. Executive’s Separation from Service (as defined below) with the Company pursuant to any such notice of non-extension delivered by the Company to Executive shall occur upon expiration of the relevant Term or Additional Term (as applicable) and shall be deemed to constitute her Separation from Service due to termination of her employment by the Company Without Cause (as defined below) pursuant to Section 9(c) and 9(f)(i) hereof. For purposes of this Agreement, any “Separation from Service” has the meaning given to such notice term in Section 1.409A-1(h) of the regulations (as amended) promulgated under Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”). The period during which Executive is employed by the Company pursuant to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of including any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement extension thereof in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be referred to as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:“Employment Period.”

Term of Employment. This TERMINATION OF PRIOR AGREEMENT AND WAIVER OF RIGHTS AND BENEFITS AND RELEASE OF OBLIGATIONS THEREUNDER. Pursuant to this Agreement, the Bank and BCH employ the Executive and the Executive hereby accepts employment with the Bank and BCH, upon the terms and conditions hereinafter set forth. The term of this Agreement shall terminate be a period of three (3) years from the date hereof, subject to the termination provisions of paragraph 16. Upon the occurrence of the third annual anniversary of the date of this Agreement, and on March 31each anniversary date thereafter, 2012 if either party shall have given the other no less than sixty (60) days advance notice term of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may shall be terminated deemed automatically extended for an additional one (1) year term, subject to the termination provisions of paragraph 16. In consideration of the Executive's base salary and severance benefits rights and such other benefits provided pursuant to Part VII this Agreement, which the Executive and the Bank acknowledge and agree represents an increase in compensation over the compensation provided under the Prior Agreement and is adequate consideration for the termination of the Prior Agreement, BCH, the Bank and the Executive agree that the Prior Agreement is hereby terminated effective as of the date of this Agreement and that this Agreement is intended by the parties hereto to supersede in full and constitute a complete replacement for the Prior Agreement and any rights and benefits thereunder, but does not supersede or replace the rights and benefits under (i) the Indemnification Agreement dated November 18, 2004, specified in paragraph 5 of this Agreement, (ii) the Supplemental Executive Retirement Plan dated August 1, 2004, specified in paragraph 13(d) of this Agreement or (iii) any stock option agreement between BCH and the Executive as specified in paragraph 12 of this Agreement. If the Agreement is not terminated pursuant to Part VII In furtherance thereof and notwithstanding any provision of this Agreement or pursuant the Prior Agreement to the first sentence of this contrary, the Executive, for himself, and his heirs, beneficiaries, executors, administrators, trustees, and any other legal or personal representatives, agents, successors or permitted assignees or transferees, further expressly agrees to and does hereby waive and relinquish any and all rights and benefits under the Prior Agreement and specifically releases the Bank and BCH, and their respective directors, officers, employees, agents, affiliates and successors, from any obligations, duties and liabilities under the Prior Agreement including any matters covered or contemplated by California Civil Code Section 2.02, 1542 which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the conclusion time of executing the initial thirty-six (36) month termrelease, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew which if known by no later than sixty (60) days prior to him must have materially affected his settlement with the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:debtor."

Term of Employment. This Unless Executive’s employment shall sooner terminate pursuant to Section 7, the Company shall employ Executive on the terms and subject to the conditions of this Agreement for a term commencing on the date hereof (the “Commencement Date”) and ending on the two-year anniversary of the Commencement Date (the “Initial Term”). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), Executive’s employment hereunder shall terminate on March 31be deemed to be automatically extended, 2012 if either party upon the same terms and conditions, for an additional period of one year (each, an “Additional Term”), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless the Company or Executive, shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, least 3 months prior to the expiration of any current termthe Initial Term or such Additional Term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided of its or his intention not to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to extend the Separation Date Employment Period (as defined below) hereunder. Any such notice of non-extension delivered by the Company to Executive shall be deemed a termination of Executive’s employment by the Company without Cause as of (i) the last day of the Initial Term or then current Additional Term, as the case may be, or (ii) any earlier date specified by the Company in accordance with Employer’s policies and this Agreementsuch notice, provided that such earlier date is not less than 30 days after the date such notice is delivered. In addition Any such notice of non-extension delivered by Executive to the foregoing amountsCompany shall be deemed a termination of Executive’s employment by Executive without Good Reason as of the last day of the Initial Term or then current Additional Term, if Employer elects as the case may be. The period during which Executive is employed by the Company pursuant to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be referred to as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:“Employment Period.”

Term of Employment. This Agreement shall terminate on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant Subject to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term terms and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term conditions of this Agreement, any BioCryst hereby employs Employee, effective the commencement of business on December 31, 1996, as President and Chief Operating Officer of BioCryst, and Employee hereby accepts such notice employment. Employee shall report to the Chief Executive Officer and the Board of Directors, and shall be given in accordance with Section 11.01responsible for the research of BioCryst and such other operations as the Chief Executive Officer or the Board of Directors may from time to time determine. If Employer elects to not renew In addition, during the terms of this Agreement, prior BioCryst shall use its best efforts to provide that the expiration of any current term, Employee shall be paid all accrued salaryelected as a member of the Board of Directors of BioCryst each year. BioCryst acknowledges and agrees that after December 30, vacation 1996 Employee may also hold positions at the University of Alabama at Birmingham as Distinguished University Professor Emeritus, and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior such other appointments that might be offered to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition Employee from time to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this sectiontime, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled permitted to receipt devote up to ten percent (10%) of severance payments his time to such activities and to research and other activities at the University of Alabama at Birmingham, if the Employee desires to participate in such activities. Further, Employee may continue his editorship of Cecil's Textbook of Medicine and other scholarly journals. Otherwise, after December 30, 1996 the Employee shall devote his full business time and energies to BioCryst. Except as set forth herein:provided in this paragraph 1, the Employee shall not, during the term of his employment, engage in any other business activity that would interfere with, or prevent him from carrying out, his duties and responsibilities under this Agreement. BioCryst hereby agrees and acknowledges that any compensation which the Employee receives from participation in such allowable activities shall be outside the scope of this Agreement and in addition to any compensation received hereunder. The term of employment of Employee under this Agreement shall commence as of the commencement of business on December 31, 1996 and shall terminate on the close of business on December 31, 1999, unless earlier terminated in accordance with the provisions of paragraph 3 hereof.

Term of Employment. This Agreement (a) The initial term of Employee’s employment hereunder (“Initial Term”) shall terminate commence on March December 15, 2006 and shall continue until December 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination unless terminated as provided in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII Paragraph 10 of this Agreement. If (b) Effective upon the expiration of the Initial Term and each Additional Term (as defined below), Employee’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions then in effect, for an additional period of one (1) year (each, an “Additional Term”), commencing upon the expiration of the Initial Term or the then-current Additional Term, as the case may be, unless, at least six (6) months prior to the expiration of the Initial Term or such Additional Term, either Party hereto shall have notified the other Party hereto in writing that such extension shall not take effect, in which case this Agreement is not terminated pursuant to Part VII and the Employee’s employment hereunder shall terminate upon the expiration of the then current Term and Employee shall have only such rights as are provided in Paragraph 2 (c) hereof. For purposes of this Agreement, the Initial Term and each Additional Term, if any, are collectively referred to as the “Term”. (c) (i) In the event that, other than for “Cause” (as defined in Paragraph 10 (c) below), Employer provides Employee with written notice in accordance with Paragraph 2 (b) hereof of its intention not to extend this Agreement or pursuant for an Additional Term, then following the expiration of the then current Term, Employer shall pay Employee the Retirement Benefit and shall provide Employee with all group health benefits that Employee was receiving at the date of termination, to the first sentence maximum extent permissible under such plans (but subject to Employer’s practice in such years relative to Employee contributions to the cost of this Section 2.02, at Employer provided health insurance) and/or applicable law for a period equal to three (3) years following the conclusion expiration of the initial then current Term. To the extent permitted by applicable law, any such period of extended health coverage beyond the date of termination provided hereunder to Employee shall not be credited against the maximum COBRA coverage period. Subject to Paragraph 13, such Retirement Benefit shall be paid by Employer to Employee in thirty-six (36) month term, this Agreement shall renew automatically equal bi-monthly installments as such installments would normally be paid pursuant to the payroll policies of Employer had Employee’s employment continued hereunder for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes eighteen (18) month period. 2. (ii) In the event that Employee provides notice of such Party’s his intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of extend this Agreement, any such notice to be given Agreement for an Additional Term in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current termParagraph 2 (b) hereof, Employee shall be paid all accrued salary, vacation deemed to have resigned effective as of the expiration of the then-current Term and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this sectionshall be subject to, and subject receive the benefits set forth in, Paragraph 10 (e) below. (d) In the event that Employee and Employer fail to reach agreement on the terms and conditions of the extension of Employee’s continued employment through, and termination of employment on, by the Employer for an Additional Term by the expiration of the then current term of Term, then either Party may terminate this Agreement by written notice to the other Party in which case Employer shall pay Employee the Retirement Benefit and shall provide Employee with all group health benefits that Employee was receiving at the date of termination, to the maximum extent permissible under such plans (which but subject to Employer’s practice in such years relative to Employee contributions to the cost of Employer provided health insurance) and/or applicable law for a period equal to three (3) years following the expiration of the then current Term. To the extent permitted by applicable law, any such period of extended health coverage beyond the date of termination provided hereunder to Employee shall not be credited against the maximum COBRA coverage period. Subject to Paragraph 13, such Retirement Benefit shall be paid by Employer to Employee in thirty-six (36) equal bi-monthly installments as such installments would normally be paid pursuant to the Separation Date), the Employee will be entitled to receipt payroll policies of severance payments as set forth herein:Employer had Employee’s employment continued hereunder for an additional eighteen (18) month period. 3.

Term of Employment. This Executive's term of employment under this Agreement shall commence on the Closing Date and, subject to the terms hereof, shall terminate on March 31the earlier of (i) the fifth anniversary of the Closing Date (the "Termination Date") or (ii) the termination of Executive's employment pursuant to Section 6 of this Agreement; PROVIDED, 2012 if either party HOWEVER, that any termination of employment by Executive (other than for death or Permanent Disability or as otherwise provided herein) may only be made upon 90 days prior written notice to the Company; PROVIDED, FURTHER, that this Agreement will be automatically renewed and the Term extended for up to two additional one-year periods commencing on the fifth and/or sixth anniversaries of the Closing Date, respectively (a "Special Renewal"), so long as a Liquidity Event or Subsequent Event may subsequently occur and result in the payment of a Xxxxx Contingent Section 2.4 Payment, Xxxxx Deferred Compensation or a Xxxxx Special Bonus (as each such term is defined in the Reorganization Agreement, as amended) (PROVIDED, that (i) any such one-year Special Renewal period shall have terminate immediately on the first date on which there is no longer a possibility that a Liquidity Event or Subsequent Event may subsequently occur and result in the payment of a Xxxxx Contingent Section 2.4 Payment, Xxxxx Deferred Compensation or a Xxxxx Special Bonus and (ii) the Agreement thereupon shall expire unless (x) the notice referred to in the next proviso has not been timely given and the other no less than sixty Agreement is renewed pursuant to such proviso or (60y) days advance notice of prior to such termination of any Special Renewal period each of Executive and the Company delivers written notice that it wishes to extend the Term, in which case the Term shall be extended to the date mutually agreed upon by Executive and the Company in such written notices); and PROVIDED, FURTHER, that this Agreement shall be automatically renewed and the Term extended for additional one-year periods commencing on (x) the fifth anniversary of the Closing Date or (y) in the event of a Special Renewal, the expiration or termination of the relevant Special Renewal period, and on each anniversary date thereafter, unless the Company or Executive provides 90 days' prior written notice in accordance with Section 11.01. Notwithstanding 8 before the foregoing, this Agreement may be terminated pursuant end of such initial five-year term or any one-year renewal period (any reference to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII "Term" of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of will include the initial thirtyfive-six (36) month term, this Agreement shall renew automatically for an additional two year term and any additional one-year periods for successive additional two years terms thereafterwhich this Agreement is renewed, unless excluding the portion of any one-year Special Renewal period subsequent to a Party furnishes notice of such Party’s intention not termination date referred to renew by no later than sixty in clause (60i) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Datepreceding proviso), the Employee will be entitled to receipt of severance payments as set forth herein:.

Term of Employment. This The Executive’s term of employment with the Company under this Agreement shall terminate begin on March the date hereof, and unless sooner terminated as hereafter provided, shall continue until December 31, 2012 if 2005 provided that the Employment Term shall automatically be extended for successive one-year periods; provided further that the Agreement may be terminable by either party shall have given the other no less than upon sixty (60) days advance written notice of such party’s intention to terminate (the initial term together with each successive one year period shall hereinafter be referred to as the “Employment Term”). This Agreement is intended to supercede, replace and terminate, and upon execution hereof shall terminate in its entirety, the Employment Agreement dated September 23, 2004 entered into between the Company and the Executive, the Employment Agreement dated as of September 29, 2000, and entered into by Interline Brands, Inc., f/k/a/Wilmar Industries, Inc. and the Executive, together with that Split Dollar Agreement dated April 1, 1996, Collateral Assignment for Split Dollar Plan dated April 1, 1996, Money Purchase Deferred Compensation Agreement dated April 1, 1996, Split Dollar Agreement dated April 20, 1997, Collateral Assignment for Split Dollar Plan dated April 20, 1997, and that Money Purchase Deferred Compensation Agreement dated April 20, 1997. The termination of the Executive’s employment at the end of the Employment Term on account of the Company giving notice to the Executive of its desire not to extend the Employment Term in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence provisions of this Section 2.021 shall be treated for all purposes as a termination without Cause pursuant to Section 6(c), and the applicable provisions of Section 6(c) shall apply to such termination. The termination of the Executive’s employment at the conclusion end of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes Employment Term on account of the Executive giving notice to the Company of such Party’s intention his/her desire not to renew by no later than sixty (60) days prior to extend the expiration date of the current term of this Agreement, any such notice to be given Employment Term in accordance with the provisions of this Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee 1 shall be paid treated for all accrued salary, vacation and reimbursement expenses for which expense reports have been provided purposes as a voluntary termination pursuant to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this sectionSection 6(d), and subject the provisions of Section 6(d) shall apply to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:such termination.

Term of Employment. This Agreement shall terminate on March 31The Company hereby agrees to employ the Executive and the Executive hereby agrees to continue to serve the Company, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoingterms and conditions set forth herein, this Agreement may be terminated pursuant to Part VII for an initial period of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02three (3) years, at the conclusion commencing as of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term Effective Date of this Agreement, as indicated above; subject, however, to earlier termination as expressly provided in Section 6 herein. The initial three (3) year Employment Term (as defined below) of this Agreement shall be extended automatically for one (1) additional month beginning with the first day of the twenty-third (23rd) month of the initial three (3) year term, and on the first day of each month thereafter the Employment Term of this Agreement automatically shall be extended one additional month; provided, however, either party may give the other party written notice that, beginning with the first of the month that is at ninety (90) days after the date of the notice, the Employment Term shall cease to be extended with respect to any termination of the Executive's employment other than a termination occurring during the Window Period (as defined in Section 6.7 herein). In the event such notice of intent not to be given in accordance with Section 11.01. If Employer elects to not renew is properly delivered by either party, then the Employment Term of this Agreement, prior to along with all corresponding rights, duties, and covenants with respect thereto, shall automatically expire ninety (90) days following the expiration end of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to later of the foregoing amountsinitial three-year Employment Term or, if Employer elects to not renew this Agreement applicable, the extended Employment Term then in accordance with this sectioneffect; provided, and subject to Employee’s continued employment throughhowever, and that notwithstanding the termination of employment on, the Employment Term (i) the provisions contained in Section 8 herein shall survive such expiration of and (ii) the then current term provisions and protections of this Agreement concerning a Change in Control of the Company (which shall be the Separation Dateas defined in Section 7 herein), including, without limitation, a Change in Control that occurs after the Employee will termination of the Employment Term, shall continue without interruption or change. This Agreement provides (x) for the employment of the Executive for an initial fixed term, which may be entitled extended, (such term, as it may be extended, is referred to receipt herein as the "Employment Term"), and (y) separately, whether or not the Employment Term has expired before a Change in Control of severance payments the Company occurs, for Change in Control employment protection for the Executive for as set forth herein:long as the Executive remains an employee of the Company (or any parent or subsidiary), and also with respect to certain terminations of the Executive's employment occurring during the Window Period prior to a Change in Control. Further, notwithstanding anything in this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or the Executive's beneficiaries) that have arisen (contingently or otherwise) under this Agreement on or prior to such termination.

Term of Employment. This Unless Executive’s employment shall sooner terminate pursuant to Section 8, the Company shall continue to employ Executive on the terms and subject to the conditions of this Agreement shall terminate on March for a term commencing as of the date of this Agreement (the “Commencement Date”) and ending December 31, 2012 if either party 2015; provided, however, on December 31, 2013 and on each annual anniversary date of December 31, 2013 (an “Annual Anniversary Date”) through December 31, 2015, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions for three (3) years after such Annual Anniversary Date, unless the Company shall have given the other no less than sixty (60) days advance written notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02Executive, at the conclusion of the initial thirty-six least thirty (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (6030) days prior to the expiration date of such Annual Anniversary Date, of its intention not to extend the current Employment Period (as defined below) hereunder. As such, on December 31, 2015, the remaining term of this Agreementwill be for three (3) years; on December 31, any 2016, the remaining term will be for two (2) years; and on December 31, 2017, the remaining term will be for one (1) year. Beginning with the December 31, 2018 Anniversary Date and each Anniversary Date thereafter, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions for one (1) year after such Annual Anniversary Date, unless the Company shall have given written notice to be given in accordance with Section 11.01. If Employer elects to not renew this AgreementExecutive, at least thirty (30) days prior to the expiration of such Annual Anniversary Date, of its intention not to extend the Employment Period (as defined below) hereunder. Notwithstanding the foregoing, unless mutually agreed to by the Company and the Executive, Executive’s employment hereunder shall under no circumstances extend beyond December 31, 2021. The period during which Executive is employed by the Company pursuant to this Agreement, including any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer extension thereof in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amountspreceding sentence, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be referred to as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:“Employment Period.”

Term of Employment. This The Executive's term of employment with the Company under this Agreement shall terminate begin on March 31the date hereof, 2012 if and unless sooner terminated as hereafter provided, shall continue until December 20, 2005 (the "Employment Term"); provided that the Employment Term shall automatically be extended for successive one-year periods; provided further that the Agreement may be terminable by either party shall have given the other no less than upon sixty (60) days advance written notice of such party's intention to terminate. This Agreement is intended to supercede, replace and terminate, and upon execution hereof shall terminate in its entirety, that Employment Agreement dated as of September 29, 2000, and entered into by Interline Brands, Inc., f/k/a/Wilmar Industries, Inc. and the Executive, together with that Split Dollar Agreement dated April 1, 1996, Collateral Assignment for Split Dollar Plan dated April 1, 1996, Money Purchase Deferred Compensation Agreement dated April 1, 1996, Split Dollar Agreement dated April 20, 1997, Collateral Assignment for Split Dollar Plan dated April 20, 1997, and that Money Purchase Deferred Compensation Agreement dated April 20, 1997. The termination of the Executive's employment at the end of the Employment Term or any successive one year period thereafter on account of the Company giving notice to the Executive of its desire not to extend the Employment Term in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence provisions of this Section 2.021 shall be treated for all purposes as a termination without Cause pursuant to Section 6 (c), and the provisions of Section 6 (c) shall apply to such termination. The termination of the Executive's employment at the conclusion end of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two Employment Term or any successive one year term and for successive additional two years terms thereafter, unless a Party furnishes period thereafter on account of the Executive giving notice to the Company of such Party’s intention his/her desire not to renew by no later than sixty (60) days prior to extend the expiration date of the current term of this Agreement, any such notice to be given Employment Term in accordance with the provisions of this Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee 1 shall be paid treated for all accrued salary, vacation and reimbursement expenses for which expense reports have been provided purposes as a voluntary termination pursuant to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date Section 6 (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this sectiond), and subject the provisions of Section 6 (d) shall apply to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:such termination.

Term of Employment. This Employee's term of employment under this Agreement shall terminate commence on March 31December 15,1999, 2012 if either party and shall have given continue until December 14, 2002, unless prior to that date (a) Employer, for "Cause" (as defined below), terminates Employer's employment of Employee, or (b) Employer and Employee mutually agree to the other no less than sixty (60) days advance notice termination of such termination Employee's employment, in a writing signed by both of them in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII paragraph 11(G) of this Agreement. If During the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any Employer may terminate the employment of Employee for "Cause" by giving Employee specific written notice of the cause for such notice to be given in accordance with Section 11.01termination. If Employer elects to not renew For the purposes of this Agreement, prior "Cause" shall include but not be limited to the expiration (i) Employee's disregard of lawful instructions of Employer that are consistent with Employee's position and duties set forth herein; (ii) Employee's failure to perform Employee's duties in compliance with Employer's reasonable standards of performance; (iii) Employee's willful actions which do or are likely to result in material damage or embarrassment to Employer, Employer's reputation, or Employer's other legitimate business interests; (iv) Employee's abuse or illegal use of alcohol or other drugs or controlled substances; (v) Employee's material breach of any current termof the terms or conditions of this Agreement; (vi) the conviction of Employee of a felony; or (vii) Employee's theft, embezzlement or misappropriation of funds from Employer. In addition, Employee's resignation shall be deemed a termination for Cause. Upon Employer giving Employee notice of termination pursuant to Subsection (i), (ii), (iii), (iv), or (v) above, Employee shall be paid all accrued salaryhave thirty (30) days to cure the deficiency. If Employee does not cure the deficiency within said thirty (30) day period, vacation and reimbursement expenses for which expense reports have been provided then Employee's termination shall take effect at the end of such period. A termination pursuant to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date Subsection (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Datevi), (vii), or for any other Cause shall take effect immediately upon the Employee will be entitled to receipt giving of severance payments as set forth herein:notice.

Term of Employment. This Agreement Subject to the provisions of Section 7 hereof, the term of Employee's employment hereunder shall terminate be for a period of two years beginning on March 31, 2012 if the date hereof (the "Commencement Date") and the term of his employment shall renew automatically for a new two-year period beginning on each anniversary of the Commencement Date unless at least 90 days before an anniversary date of the Commencement Date either party shall have given provides written notice to the other no less than sixty (60) days advance notice stating that the term of such termination in accordance with Section 11.01Employee's employment hereunder shall not be so extended. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant and subject to the first sentence provisions of this Section 2.027 hereof, at if a Change-in-Control of Employer or Regent occurs during the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any the term of Employee's employment thereafter shall be for a period of two years beginning on the date such Change-in-Control is consummated, and the term of Employee's employment hereunder shall renew automatically for a new two-year period beginning on each anniversary of the date of the Change-in- Control, unless at least 90 days before an anniversary date of the Change-in-Control either party provides written notice to the other stating that the term of Employee's employment hereunder shall not be given in accordance with Section 11.01so extended. If at any time after the date such a Change-in-Control occurs, Employee is removed from the position of [Executive Vice President,] Chief Financial Officer and Treasurer of Employer elects and Regent or Employee is assigned duties which are in substantial part at a level of responsibility lower than his level of responsibility before the Change-in-Control, or Employee is required to not renew perform duties in substantial part at a location in excess of 30 miles from Philadelphia, Pennsylvania, Employer's successor entity shall, within 30 days following written notice by Employee that such a condition exists, either remedy such condition or permit Employee to terminate his employment, and Employer's successor entity shall continue to pay Employee's then current base salary and employee benefit expenses, as defined in Sections 5(a) and 5(d) hereof, for the full remaining term of this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports as such term may have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to extended by the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration occurrence of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:Change-in-Control.

Term of Employment. This Agreement shall terminate Effective as of the Date of Hire, the Company agrees to employ Employee, and Employee accepts employment by the Company, for the period commencing on March 31the Date of Hire and ending on the first anniversary of the Date of Hire (the "Initial Term"), 2012 if either party shall have given the other no less than sixty (60) days advance notice of such subject to earlier termination as hereinafter set forth in Article III. Unless earlier terminated in accordance with Section 11.01. Notwithstanding Article III, following the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion expiration of the initial thirty-six (36) month termInitial Term, this Agreement shall renew be automatically for an additional two year term and renewed for successive additional two years terms thereafterone-year periods (collectively, unless the "Renewal Terms"; individually, a Party furnishes notice of such Party’s intention not to renew by no later than sixty "Renewal Term") unless, at least ninety (6090) days prior to the expiration date of the Initial Term or the then current term Renewal Term, either party provides the other with a written notice of intention not to renew, in which case the Employee's employment with the Company, and the Company's obligations hereunder, shall terminate as of the end of the Initial Term or said Renewal Term, as applicable; provided, however, that Employee shall agree to continue his employment hereunder at the option of the Company for a period of ninety (90) days following written notice by either party of intention to terminate or not to renew. Except as otherwise expressly provided herein, the terms of this Agreement during any Renewal Term, or extended notice period, shall be the same as the terms in effect immediately prior to such renewal or notice period, subject to any such changes or modifications as mutually may be agreed between the parties as evidenced in a written instrument signed by both the Company and Employee. The expiration of the Agreement at the end of the Initial Term or any Renewal Term by reason of the Company giving notice of nonrenewal pursuant to this Section 1.1, other than if the Company specifies that the reason for the non-renewal, and related termination of employment, otherwise qualifies as: · a “For Cause” termination pursuant to Section 3.1(c) or · a “Death or Disability” termination pursuant to Section 3.1(d) shall be deemed a termination by the Company “without Cause” pursuant to Section 3.1(a) of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, and Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided eligible to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to receive the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as benefits set forth herein:in Section 3.2(a).

Term of Employment. This Agreement Unless Executive's employment shall sooner terminate on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If Section 7, the Agreement is not terminated pursuant Company shall employ Executive on the terms and subject to Part VII the conditions of this Agreement or pursuant to for a term commencing on the first sentence of this Section 2.02, at date hereof (the conclusion "Commencement Date") and ending on the two year anniversary of the initial thirty-six Commencement Date (36) month termthe "Initial Term"). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), this Agreement Executive's employment hereunder shall renew be deemed to be automatically extended, upon the same terms and conditions, for an additional two period of one year term and for successive additional two years terms thereafter(each, an "Additional Term"), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this AgreementCompany, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, at least 3 months prior to the expiration of any current termthe Initial Term or such Additional Term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided give written notice to Employer in accordance with Employer’s policies and this Agreement or which are provided Executive of its intention not to Employer prior to extend the Separation Date Employment Period (as defined below) hereunder. The period during which Executive is employed by the Company pursuant to this Agreement shall be referred to as the "Employment Period." A written notice by the Company of its intention not to extend the Employment Period shall include a statement that either: (i) the Company is simultaneously terminating Executive's employment with the Company, in accordance with Employer’s policies and which case such non-renewal shall be treated as a Termination Without Cause pursuant to Section 7(c) of this Agreement. In addition ; or (ii) the Company intends to continue Executive's employment with the foregoing amountsCompany after the conclusion of the Employment Period (although not pursuant to this Agreement) under different terms and conditions to be agreed by the Company and Executive, if Employer elects provided that in the absence of such agreement prior to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the Initial Term or then current term of this Agreement (which shall be Additional Term, as the Separation Date)case may be, the Employee will be entitled to receipt parties agree that Executive shall continue employment with the Company as an "employee at will" from the end of severance payments as set forth herein:the Employment Period and thereafter.

Term of Employment. This Agreement Except as otherwise provided below, the Company ------------------ shall terminate employ Executive for the period commencing on March 31the date first written above (the "Commencement Date") and ending on the third anniversary of the Commencement Date. At the expiration of the original term or any extended term (each a "Renewal Date"), 2012 if Executive's employment hereunder shall be extended automatically, upon the same terms and conditions, for successive one-year periods, unless either party shall have given give written notice to the other no less than sixty (60) days advance of its intention not to renew such employment at least twelve months prior to such Renewal Date. In the event that this Agreement expires at the end of its then current term by reason of either party having delivered a written notice of such termination non-renewal to the other in accordance with this Section 11.011(b), then, except as otherwise provided in Section 9, neither the Company nor Executive shall have any further duties or obligations to, or rights against, the other party under or pursuant to this Agreement; provided that ------------- notwithstanding the foregoing, the Company shall continue to have any and all rights against Executive in the event that Executive was involved during the Employment Period in acts that would have permitted a Termination For Cause as defined in Section 5(d) hereof. Without limiting the generality of the foregoing, upon the occurrence of a Change of Control (as defined below), the term of this Agreement shall be extended automatically without any action by either party until the third anniversary of such Change of Control. Notwithstanding the foregoing, this Agreement may be if not previously terminated pursuant to Part VII Sections 1(b), 5(a) or 6(a), the term of this Agreement shall terminate on the last day of the month in which Executive attains age 65, and such a termination upon Executive reaching age 65 shall be deemed to be a Termination Due to Retirement for purposes of this Agreement. If the Agreement The period during which Executive is not terminated employed pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, including any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement extension thereof in accordance with this sectionSection 1(b), and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be referred to as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:"Employment Period."

Term of Employment. This Commencing on November 8, 2010 (the “Commencement Date”), unless Executive’s employment shall sooner terminate pursuant to Section 8, the Company shall continue to employ Executive on the terms and subject to the conditions of this Agreement shall terminate on March from the date first written above through December 31, 2012 if either party 2011 (the “Initial Term”). Effective upon the expiration of the Initial Term and each Additional Term (as defined below), Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions, for an additional period of one (1) year (each, an “Additional Term”), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless the Company shall have given the other no less than sixty (60) days advance written notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02Executive, at the conclusion of the initial thirty-six least ninety (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (6090) days prior to the expiration date of the current term Initial Term or such Additional Term, of its intention not to extend the Employment Period (as defined below) hereunder. Executive’s Separation from Service (as defined below) with the Company pursuant to any such notice of non-extension delivered by the Company to Executive shall occur upon expiration of the relevant Term or Additional Term (as applicable) and shall be deemed to constitute his Separation from Service due to termination of his employment by the Company Without Cause (as defined below) pursuant to Section 8(c) hereof. For purposes of this Agreement, any “Separation from Service” has the meaning given to such notice term in Section 1.409A-1(h) of the regulations (as amended) promulgated under Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”). The period during which Executive is employed by the Company pursuant to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of including any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement extension thereof in accordance with this section, shall be referred to as the “Employment Period.” The Company shall employ Executive on the terms and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term conditions of this Agreement. Unless sooner terminated under Section 8 of this Agreement, Executive may terminate his employment under this Agreement by giving thirty (which 30) days written notice delivered to the Company. Such notice shall be delivered in the Separation Date), the Employee will be entitled to receipt of severance payments as manner set forth herein:in Section 19(g) of this Agreement. The period during which Executive is employed by the Company pursuant to this Agreement, including any extension thereof in accordance with the preceding sentence, shall be referred to as the “Employment Period.”

Term of Employment. This Agreement shall terminate The Company hereby employs the Executive as the Chief Executive Officer of the Company, and the Executive hereby accepts such employment by the Company, for a period (as such period may be extended, the “Term”) commencing on March the Commencement Date and expiring on the first to occur of (a) the termination of the Executive’s employment pursuant to Article 6, and (b) December 31, 2012 2017 (the “Termination Date”). Provided that if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be Executive’s employment has not previously been terminated pursuant to Part VII of this Agreement. If Article 6, the Agreement is not terminated Executive’s employment pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall automatically renew automatically on one occasion for an additional two one (1) year term and for successive additional two years terms thereafter, period unless a Party furnishes notice either party notifies the other party in writing of such Party’s intention its desire not to renew by the Executive’s employment under this Agreement no later than sixty one-hundred twenty (60120) days prior to the expiration date Termination Date (a “Non-Renewal Notice”). If the Company delivers the Non-Renewal Notice and the Executive does not terminate his employment prior to the end of the current term of this AgreementTerm, any then such notice non-renewal shall be deemed to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, a termination by the Company of the Executive’s employment without Cause (as defined below) as of immediately prior to the expiration of any current termthe Term, Employee and Section 6.2 shall be paid all accrued salary, vacation govern such termination. If the Executive delivers the Non-Renewal Notice and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employerthe Company does not terminate the Executive’s policies and this Agreement or which are provided to Employer employment prior to the Separation Date end of the Term, then such non-renewal shall be deemed to be a termination by the Executive of his employment without Good Reason (as defined below) as of immediately prior to the expiration of the Term, and Section 6.4 shall govern such termination. If the Term has been automatically extended for the additional one year period as set forth above and thereafter the Term of this Agreement expires by its terms at the end of the Term without the Company having proffered a new employment agreement to the Executive to extend his term of employment upon terms and conditions at least as favorable to the Executive as the most favorable he received under this Agreement during the Term (including salary, bonus opportunity and benefits as well as authority, functions, services, duties, rights and privileges as or commensurate with the Executive’s position as the Chief Executive Officer as set forth herein), then upon execution by the Executive and delivery to the Company of a release in favor of the Company which is not revoked by its terms (which release shall be substantially in the form attached as Exhibit A) the Company shall pay to the Executive a severance payment equal to (5) times the Executive’s highest annual Base Salary and Annual Bonus during the Term and shall continue to provide for twelve (12) months following such expiration all benefits while the Executive was employed by the Company (or if not allowable under the Company’s then existing policies their substantial equivalents) in accordance with Employer’s policies and this Agreement. In addition Article 4, except that the Company shall not be required to provide such benefits to the foregoing amountsextent that, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment onduring such twelve (12) month period, the expiration Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer. The Executive shall inform the Company of any other benefits the then current term of this Agreement (which shall be Executive is receiving where the Separation Date), Company would have a right to reduce the Employee will be entitled benefits it is providing to receipt of severance payments as set forth herein:the Executive.

Term of Employment. This Unless Executive's employment shall sooner terminate pursuant to Section 7, the Company shall employ Executive on the terms and subject to the conditions of this Agreement for a term commencing on the date hereof (the "Commencement Date") and ending on the two year anniversary of the Commencement Date (the "Initial Term"). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), Executive's employment hereunder shall terminate on March 31be deemed to be automatically extended, 2012 if either party upon the same terms and conditions, for an additional period of one year (each, an "Additional Term"), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless the Company or Executive, shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, least 3 months prior to the expiration of any current termthe Initial Term or such Additional Term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided of its or his intention not to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to extend the Separation Date Employment Period (as defined below) hereunder. Any such notice of nonextention delivered by the Company to Executive shall be deemed a termination of Executive's employment by the Company without Cause as of (i) the last day of the Initial Term or then current Additional Term, as the case may be, or (ii) any earlier date specified by the Company in accordance with Employer’s policies and this Agreementsuch notice, provided that such earlier date is not less than 30 days after the date such notice is delivered. In addition Any such notice of nonextension delivered by Executive to the foregoing amountsCompany shall be deemed a termination of Executive's employment by Executive without Good Reason as of the last day of the Initial Term or then current Additional Term, if Employer elects as the case may be. The period during which Executive is employed by the Company pursuant to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be referred to as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:"Employment Period."

Term of Employment. This The term of Executive’s employment under this Employment Agreement shall terminate will commence on March 31the date of this Employment Agreement and will continue until the third (3rd) anniversary of the date of this Employment Agreement (the ‘‘Initial Employment Period’’). THE INITIAL EMPLOYMENT PERIOD AND ANY RENEWAL EMPLOYMENT PERIOD (AS DEFINED HEREIN) SHALL AUTOMATICALLY BE RENEWED AND EXTENDED ON THE SAME TERMS AND CONDITIONS CONTAINED HEREIN FOR CONSECUTIVE ONE-YEAR PERIODS (EACH, 2012 if either party shall have given the other no less than sixty A ‘‘RENEWAL EMPLOYMENT PERIOD’’), UNLESS NOT LATER THAN SIXTY (60) days advance notice of such termination in accordance with Section 11.01DAYS PRIOR TO THE END OF THE INITIAL EMPLOYMENT PERIOD OR ANY RENEWAL EMPLOYMENT PERIOD, AS THE CASE MAY BE, EITHER PARTY SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTY OF ITS ELECTION TO TERMINATE THIS EMPLOYMENT AGREEMENT. Notwithstanding The Initial Employment Period and the foregoing, this Agreement may be terminated pursuant Renewal Employment Periods are hereinafter referred to Part VII as the ‘‘Employment Period.’’ For purposes of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Employment Agreement, any notice of election to terminate this Employment Agreement pursuant to this Section 2 shall be deemed: (i) a termination without Due Cause pursuant to Section 9(d) if such notice is delivered by the Company; or (ii) a voluntary resignation without Good Reason pursuant to be given in accordance with Section 11.019(e) if such notice is delivered by Executive. If Employer elects to not renew this Agreement, prior Notwithstanding anything to the expiration of any current termcontrary contained herein, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and Employment Period is subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled pursuant to receipt of severance payments as set forth herein:Section 9 below.

Term of Employment. This Agreement shall terminate The Company employs Employee, and Employee accepts employment by the Company, for the period commencing on March 31July 7, 2012 if either party shall have given 2003, and ending on July 6, 2004, subject to earlier termination following the other no less than sixty initial Employment Term, as hereinafter set forth in Article III (60) days advance notice of such termination the “Employment Term”). Unless earlier terminated in accordance with Section 11.01. Notwithstanding Article III, following the foregoingexpiration of the Employment Term, this Agreement may the Employment Term shall be terminated pursuant to Part VII of this Agreement. If automatically renewed for successive one-year periods (collectively, the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02“Renewal Terms”; individually, a “Renewal Term”) unless, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) least 90 days prior to the expiration date of the Employment Term or the then current term Renewal Term, either party provides the other with a written notice of intention not to renew, in which case the Employee’s employment with the Company, and the Company’s obligations hereunder, shall terminate as of the end of the Employment Term or said Renewal Term, as applicable; provided, however, that Employee shall agree to continue his employment hereunder at the option of the Company for a period of six (6) months following written notice by either party of intention to terminate or not to renew (other than any such written notice given within ninety (90) days following a Change in Control). Except as otherwise expressly provided herein, the terms of this Agreement during any Renewal Term shall be the same as the terms in effect immediately prior to such renewal, subject to any such changes or modifications as mutually may be agreed between the parties as evidenced in a written instrument signed by both the Company and Employee. As used herein, “Change in Control” shall mean a change in the ownership of the Company, such that more than 50% of the equity securities of the Company are acquired by any person or group (as such terms are defined for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that does not own common stock of the Company on the date of this Agreement; provided, any such notice to be given however, no Change in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee Control shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided deemed to Employer occur if such Change in accordance with Employer’s policies and this Agreement or which are provided Control is effected pursuant to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration any internal reorganization of the then current term Company (including, by way of this Agreement (which shall be example, establishment of a new holding company for the Separation Date), Company) that does not result in a change of more than 50% of the Employee will be entitled to receipt ultimate equity ownership of severance payments as set forth herein:the Company.

Term of Employment. This Agreement Subject to the provisions of Section 7 of this Agreement, Executive shall terminate be employed by the Employer for a period commencing on March 31the Effective Date and ending on the third anniversary of the Effective Date (the "Term") on the terms and subject to the conditions set forth in this Agreement; provided, 2012 if either however, that commencing with the third anniversary of the Effective Date and on each anniversary thereof (each an "Extension Date"), the Term shall be automatically extended for an additional one-year period, unless the Employer or Executive provides the other party hereto 60 days prior written notice before the next Extension Date that the Term shall not be so extended. For purposes of this Agreement, "Employment Term" shall mean the period of time that Executive is employed hereunder during the Term. Position. During the Employment Term, Executive shall serve as Senior Managing Director of the Partnership. In such positions, Executive shall have given the authority commensurate with such positions and such duties, commensurate with such positions, as shall be determined from time to time by the co-Chief Executive Officers of the Employer (the "co-CEOs"), and Executive shall report directly to the co-CEOs. Also during the Employment Term, Executive shall serve, to the extent elected, as the Co-Chairman of the Board of Directors of the Company (the "Board). In addition, Executive will serve as CEO of the Company's principal Mexican operating subsidiary, it being understood that he will have the authority and responsibilities of a Senior Managing Director within the Employer organization and will report to the Co-CEOs. During the Employment Term, Executive will devote Executive's full business time and best efforts to the performance of Executive's duties hereunder and will not engage in any other no less than sixty (60) days advance notice business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such termination services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (w) from managing Executive's personal investments, (x) from being employed part-time at an academic institution on the terms described in accordance Schedule A hereto, (y) from continuing to serve on any board of directors, or as trustee, of any business corporation or any charitable organization on which Executive serves as of the Effective Date and which have been previously disclosed to the Employer and (z) subject to the prior approval of the Board (which shall not be unreasonably withheld), from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of Executive's duties hereunder or conflict with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII 8 of this Agreement. If The parties hereby acknowledge that, while Executive is employed hereunder by both the Agreement Partnership and the Company, it is not terminated pursuant anticipated that all of Executive's business time and effort will be devoted to Part VII services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of this Agreement or pursuant to time and effort expended by the first sentence Executive for the Company and Partnership, respectively, all of this Section 2.02, at the conclusion Executive's compensation hereunder shall be allocated as compensation for work performed on behalf of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:Partnership

Term of Employment. This Agreement Unless Executive's employment shall sooner terminate on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII Section 7, Employer shall employ Executive for a term commencing on the date of this Agreement. If the Agreement is not terminated consummation of the Acquisition (the "Commencement Date") and ending on the third anniversary of the Commencement Date; provided, however, that on each day following the first anniversary of the Commencement Date the period of Executive's employment pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew be automatically extended, upon the same terms and conditions, for an additional two year term and for successive additional two years terms thereafter, day unless Employer or Executive gives 60 days prior written notice (a Party furnishes notice "Non-Extension Notice") to the other of such Party’s its or his intention not to renew extend such period of Executive's employment hereunder; provided, further, that delivery of a Non-Extension Notice by no later than sixty (60) days prior Employer or Executive to the expiration other shall not constitute a termination of Executive's employment by the Person delivering such Non-Extension Notice unless such notice specifically provides for such termination of employment in the manner described in Section 7 below and the specific date thereof. The period commencing on the Commencement Date and ending on the earlier of (i) the effective date of any termination of Executive's employment pursuant to Section 7 and (ii) the current term later of (x) the third anniversary of the Commencement Date and (y) the second anniversary of the 60th day following receipt by Employer or Executive, as the case may be, of a Non-Extension Notice delivered pursuant to this Section 2(a) shall be referred to herein as the "Employment Period". Executive shall also serve in such capacities as the Board shall determine on behalf of Affiliates of Employer. It is understood that substantial amounts of Executive's time shall be devoted to providing services to world-wide Affiliates of Employer, and Executive understands the commitment to significant travel time necessary to perform these services. The compensation described herein represents Executive's aggregate right to compensation, for services for Employer and all of its Affiliates. Compensation paid by such Affiliates to Executive for his services shall be applied against the amounts described in this Agreement, any such notice to be given and shall, in accordance with Section 11.01consequence, offset Employer's obligations hereunder. If Employer elects to not renew For this Agreementpurpose, prior to the expiration payments of any current terma particular kind, Employee and made at particular times, shall be paid all accrued salary, vacation applied against obligations of similar kind and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:timing hereunder.

Term of Employment. The term of this Agreement shall commence on the Effective Date and shall continue until 11:59 p.m. Eastern Time on July 1, 2012 (the “Initial Term”) unless sooner terminated or extended as provided hereunder. This Agreement shall terminate automatically renew for additional one-year periods on March 31July 1, 2012 if and on each and every July 1 thereafter (each such extension, the “Renewal Term”) unless either party shall have given gives the other no less than sixty (60) days advance party written notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement its or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention his election not to renew by no later than sixty extend such employment at least one hundred eighty (60180) days prior to the expiration date next July 1 renewal date. Further, if a Change of Control occurs during the Initial Term or during any Renewal Term, this Agreement shall automatically be extended for two years only from the Change of Control Date and thereafter shall terminate on the second anniversary of the current term Change of this Agreement, any such notice to be given Control Date in accordance with Section 11.01its terms. If Employer elects The Initial Term, together with any Renewal Term or extension as a result of a Change of Control, are collectively referred to not renew this Agreementherein as the “Term.” In the event the Executive continues to be employed by the Company (or any other member of the Parent Group) after the Term, prior unless otherwise agreed by the parties in writing, such continued employment shall be on an at-will, month-to-month basis upon terms agreed upon at such time without regard to the expiration of any current term, Employee shall be paid all accrued salary, vacation terms and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term conditions of this Agreement (except as expressly provided herein) and this Agreement shall be deemed terminated at the end of the Term, regardless of whether such employment continues at-will, other than Articles VI and VII, which shall be survive the Separation Date)termination or expiration of this Agreement for any reason. For the avoidance of doubt, non-renewal of the Employee will Term shall not trigger any of the payments set forth in Section 5.1; provided, however, that in the event of non-renewal, Executive shall be entitled to receipt (i) payment of severance base salary and accrued unpaid vacation through his last day of employment and (ii) if, for the calendar year prior to the Executive’s last day of employment, Executive has satisfied a sufficient portion of the Goals (as defined herein) to be eligible for a bonus under the Bonus Plan (as defined herein), and such bonus has not yet been paid as of the last day of employment, Executive shall be paid a bonus under the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments as set forth herein:are made to other participants in the Bonus Plan.

Term of Employment. This Agreement shall terminate DUTIES. From the period commencing on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term date hereof and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days ending immediately prior to the expiration date Effective Time (as defined in the Agreement and Plan of Merger by and among the Company, Champion and PC Merger Sub dated as of April 12, 1996, as amended and restated May 29, 1996, and as such agreement may be amended from time to time (the "Merger Agreement")), the employment of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee Executive shall be paid all accrued salary, vacation governed by the terms and reimbursement expenses for which expense reports have been provided to Employer conditions set forth in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Prior Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current The term of this Agreement (which the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the fifth anniversary of the Effective Time (such initial term of the Agreement referred to as the "Initial Term"); provided, however, that the Term shall automatically be renewed for an additional period of five years (each such period, a "Renewal Period") at the end of the Initial Term and at the end of each Renewal Period, if any, unless either the Company or the Executive provides at least one year's notice to the other of its intention not to renew the Term; and provided, further, that if the Merger Agreement is terminated in accordance with its terms prior to the Effective Time or if the Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. 2 During the Term, the Executive shall be employed as the Separation Date)Executive Vice- President and Chief Financial Officer of the Company serving at the will of the Board of Directors of the Company (the "Board") with, subject to the express terms and conditions hereof, the Employee will traditional duties, responsibilities and authority of such officer in companies similar in size to the Company. The Executive agrees that he shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy and attention to the business of the Company and its subsidiaries. The Executive shall agree to serve and the Company shall use its best efforts to nominate and cause the Executive to be entitled elected as a member of the Board. In addition, for so long as the Executive shall serve as a member of the Board, he shall agree to receipt serve as and the Company shall use its best efforts to nominate and cause the Executive to be elected as a member of severance payments the Executive Committee of the Board ("Executive Committee"). The Executive agrees to use his authorities as Executive Vice-President and Chief Financial Officer and as a member of the Board and of the Executive Committee to manage and cause others to manage the Company in accordance with the management guidelines set forth herein:on Exhibit A hereto; provided, however, that nothing in this Section shall require the Executive to violate or breach his duties under the law of the state of incorporation of the Company or any other applicable laws. The Company agrees to use its best efforts to manage and cause others to manage the Company in accordance with the management guidelines set forth in Exhibit A hereto.

Term of Employment. This TERMINATION OF PRIOR AGREEMENT AND WAIVER OF RIGHTS AND BENEFITS AND RELEASE OF OBLIGATIONS THEREUNDER. Pursuant to this Agreement, the Bank and BCH employ the Executive and the Executive hereby accepts employment with the Bank and BCH, upon the terms and conditions hereinafter set forth. The term of this Agreement shall terminate be a period of three (3) years from the date hereof, subject to the termination provisions of paragraph 16. Upon the occurrence of the third annual anniversary of the date of this Agreement, and on March 31each anniversary date thereafter, 2012 if either party shall have given the other no less than sixty (60) days advance notice term of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may shall be terminated deemed automatically extended for an additional one (1) year term, subject to the termination provisions of paragraph 16. In consideration of the Executive's base salary and severance benefits rights and such other benefits provided pursuant to Part VII this Agreement, which the Executive and the Bank acknowledge and agree represents an increase in compensation over the compensation provided under the Prior Agreement and is adequate consideration for the termination of the Prior Agreement, BCH, the Bank and the Executive agree that the Prior Agreement is hereby terminated effective as of the date of this Agreement and that this Agreement is intended by the parties hereto to supersede in full and constitute a complete replacement for the Prior Agreement and any rights and benefits thereunder, but does not supersede or replace the rights and benefits under (i) the Indemnification Agreement dated March 20, 2003, specified in paragraph 5 of this Agreement, (ii) the Supplemental Executive Retirement Plan dated August 1, 2004, specified in paragraph 13(d) of this Agreement or (iii) any stock option agreement between BCH and the Executive as specified in paragraph 12 of this Agreement. If the Agreement is not terminated pursuant to Part VII In furtherance thereof and notwithstanding any provision of this Agreement or pursuant the Prior Agreement to the first sentence of this contrary, the Executive, for himself, and his heirs, beneficiaries, executors, administrators, trustees, and any other legal or personal representatives, agents, successors or permitted assignees or transferees, further expressly agrees to and does hereby waive and relinquish any and all rights and benefits under the Prior Agreement and specifically releases the Bank and BCH, and their respective directors, officers, employees, agents, affiliates and successors, from any obligations, duties and liabilities under the Prior Agreement including any matters covered or contemplated by California Civil Code Section 2.02, 1542 which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the conclusion time of executing the initial thirty-six (36) month termrelease, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew which if known by no later than sixty (60) days prior to him must have materially affected his settlement with the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:debtor."

Term of Employment. This Agreement shall terminate be effective on March 31July 15, 2012 if 2008, (the “Effective Date”) and shall continue in full force and effect until terminated by either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoingfollowing provisions: (a) During the first year of this Agreement, neither party may terminate this Agreement other than for Gross Neglect of Duties (as defined below); and (b) At any time after the first year, this Agreement may be terminated pursuant to Part VII of this Agreementonly for Good Cause (as defined below). If the Agreement is not terminated pursuant to Part VII Termination of this Agreement or pursuant shall be made by providing two (2) weeks’ written notice to the first sentence other party of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Partyparty’s intention not intent to renew by no later than sixty (60) days prior to the expiration date of the current term of terminate; provided that if EMPLOYEE terminates this Agreement, EMPLOYER may at its option require EMPLOYEE to immediately vacate EMPLOYER’s premises without affecting EMPLOYEE’s rights to receive compensation during said 2-week notice period. For purposes hereof, the term “Gross Neglect of Duties” shall mean (i) EMPLOYEE’s abandoning of his job duties for a period exceeding one (1) week (other than by reason of vacation or approved leave of absence or (ii) EMPLOYEE engaging in any such notice to be given act of dishonesty or moral turpitude which causes or results in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior adverse economic or financial consequences to the expiration EMPLOYER (including, but not limited to, theft, embezzlement, conversion or similar taking of EMPLOYER’s funds or assets, fraud involving EMPLOYER’s business, engaging in bribery or kick-back schemes with EMPLOYER’s customers, government officials or the like, and similar such practices). For purposes hereof, the term “Good Cause” shall mean (i) an act which would constitute Gross Neglect of Duties, (ii) gross negligence in the performance of EMPLOYER’s duties (defined as conduct or lack of conduct which is devoid of the slightest amount of care and diligence), (iii) unauthorized and non-arm’s length self-dealing with the Company, (iv) any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for act of moral turpitude which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior could cause disrepute to the Separation Date EMPLOYER even though not affecting EMPLOYER’s economic or financial condition, EMPLOYEE’s absence from work for any reason whatsoever (defined belowincluding illness or any other incapacity) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement for more than four (which shall be the Separation Date4), the Employee will be entitled to receipt of severance payments as set forth herein:

Term of Employment. This Subject to the provisions of this Section, the period of employment of the Executive governed under the terms of this Agreement will begin on July 17, 2017 (the “Effective Date”) and continue until July 16, 2020 (the “Initial Term”). The Initial Term shall terminate on March 31be renewed automatically for periods of one year (each, 2012 if an “Extended Term”) commencing at the third anniversary of the Effective Date and each subsequent anniversary thereof, unless written notice of non-renewal is given by either party shall have given to the other no not less than sixty (60) 90 days advance notice prior to the end of such the Initial Term or any Extended Term. As used herein, “Term” shall include the Initial Term and any Extended Term, but the Term shall end upon any termination in accordance of the Executive’s employment with Section 11.01the Corporation as provided herein. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII : The Executive’s employment will automatically terminate upon the death or Permanent Disability of this Agreementthe Executive. If the Agreement The foregoing is not terminated pursuant to Part VII of this Agreement or pursuant subject to the first sentence duty of this Section 2.02the Corporation to provide reasonable accommodation under the Americans with Disabilities Act. The Corporation may, at its sole option, terminate the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term Executive’s employment at any time and for successive additional two years terms thereafterany reason, unless a Party furnishes including with or without Cause, by delivering written notice of such Party’s intention not to renew the Executive. The Executive, at his sole option, may terminate his employment, with or without Good Reason, by no later than sixty (60) providing written notice to the Corporation at least 30 days prior to the expiration effective date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, specified in the expiration notice. Any notice of Termination of Employment given by a party shall be communicated by a “Notice of Termination” to the then current term other party and must specify the particular termination provision of this Agreement (which shall be relied upon by the Separation Date), the Employee will be entitled to receipt of severance payments as party and must set forth herein:in reasonable detail the facts and circumstances that provide a basis for the termination. The failure by the Executive or the Corporation to set forth in the Notice of Termination any fact or circumstances that contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right of the Executive or the Corporation or preclude the Executive or the Corporation from asserting such fact or circumstance in enforcing the Executive’s or the Corporation’s rights.

Term of Employment. This The term of employment under this Agreement shall commence on the Effective Date and, unless earlier terminated under Section 6 below or extended pursuant to the next sentence, shall terminate on March 31the second anniversary of the Effective Date (the "Term of Employment"). The Term of Employment shall automatically be extended, 2012 if subject to the same terms, conditions and limitations as provided herein, for an additional one year period on the first anniversary of the Effective Date and on each such anniversary date thereafter unless, not later than 90 days' prior to any such anniversary, either party to this Agreement shall have given written notice to the other no less than sixty (60a "Non-Extension Notice") days advance notice that the Term of such Employment shall not be extended or further extended beyond its then automatically extended term, if any. Absent the Executive's death or Disability after providing a Non-Extension Notice, any termination in accordance with Section 11.01. Notwithstanding of employment following a Non-Extension Notice which has been provided by the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If Company shall constitute a termination by the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion Company of the initial thirtyExecutive's employment hereunder without Cause subject to Section 6.3, except (i) in the case where the Company gives a Non-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to Extension Notice during the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date CIC Termination Period (defined below), then Section 6.4 shall apply instead, and (ii) in accordance the event that Cause has arisen or been discovered by the Company after such Non-Extension Notice has been provided, such termination shall be a termination with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and Cause subject to Employee’s continued employment throughSection 6.5. Absent the Executive's death or Disability after providing a Non-Extension Notice, and any termination of employment on, following a Non-Extension Notice which has been provided by the expiration Executive shall constitute a voluntary termination of the Executive's employment hereunder subject to Section 6.6, except (i) in the case where the Executive gives such notice during the CIC Termination Period (defined below), but only if he also has Good Reason, then current term of this Agreement Section 6.4 shall apply instead, and (which ii) in the event that Cause has arisen or been discovered by the Company after such Non-Extension Notice has been provided, such termination shall be a termination with Cause subject to Section 6.5. In the Separation Date)event of the Executive's death or Disability, the Employee will be entitled to receipt of severance payments as set forth herein:sections 6.1 and 6.2 shall apply respectively.

Term of Employment. This Agreement shall terminate on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII 2.1 The initial term of this Agreement or pursuant to shall be for a period of two (2) years commencing on November 1, 1995. Unless earlier terminated, on November 1, 1996 and on each subsequent annual anniversary thereof, the first sentence expiration date of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew be automatically extended for an additional two one (1) year term and for successive additional two years terms thereafterperiod, unless a Party furnishes provided that neither you or the Company give the other party written notice of such Party’s intention not to renew by no later than at least sixty (60) days prior to such annual anniversary date of that party's intention not to have this Agreement so extended. Provided, however, upon the occurrence of a Change of Control, as hereinafter defined, the then remaining term of the Agreement shall be automatically extended for an additional twelve (12) month period, and thereafter the expiration date of the current Agreement shall be automatically extended on subsequent annual anniversary dates of the Agreement to the extent and in accordance with the procedure set forth in the prior sentence. In the event that either party hereto shall give such notice to the other party of their intention not to extend the then existing term of this Agreement, any such notice which the Company may do by delivery of a resolution adopted by the unanimous vote of the Company's Compensation and Stock Option Committee so stating the Company's intention not to be given in accordance with Section 11.01extend the Agreement, this Agreement shall expire at the end of the then existing term. If Employer elects to not renew In the event that, during the term of this Agreement, your employment is terminated hereunder either by the Company other than for "Cause" (as defined herein), or by you as the result of the Company's breach of this Agreement, which breach the Company fails to cure within thirty (30) days after the Company's receipt of written notice from you specifying the specific nature of the Company's breach, the Company shall pay you severance in an amount set forth on Exhibit A hereto. --------- For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if (i) there shall be consummated (x) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's common stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Company's common stock immediately prior to the expiration merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (y) any current termsale, Employee lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (ii) the shareholders of the Company approved any plan or proposal for the liquidation or dissolution of the Company, or (iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall be paid all accrued salarybecome the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 30% or more of the Company's outstanding common stock. Provided, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment onhowever, the expiration proposed transaction between the Company or its affiliate and Keystone Rehabilitation Services, Inc. shall in no event be deemed to involve or result in a Change of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:Control.

Term of Employment. This Agreement 3.1 The Company hereby agrees to continue to employ the Executive, and the Executive hereby accepts such continued employment and, subject to clause 15, the Company and the Executive 22140645/10/L can terminate the Term of Employment by written notice taking effect immediately on the date of its service on the other party, in which event the Executive’s employment with the Company shall terminate on March 31, 2012 if either party shall have given as of the other no less than sixty (60) days advance notice date of such termination in accordance with Section 11.01notice. Notwithstanding Any notice to terminate the foregoing, this Agreement may be terminated Term of Employment given by either the Executive or the Company (other than a notice by the Company pursuant to Part VII clause 15.1 hereof) shall be deemed to be a notice given by such party on the grounds of this Agreementthe Executive’s retirement and upon giving such notice, the Executive shall be deemed to have retired and qualified for retirement treatment for purposes of all plans, policies, programs, arrangements of, or other agreements with, the Company or any Group Company. If such notice is given by the Agreement is not terminated Company, the termination of the Term of Employment shall be treated, for purposes of section 409A of the U.S. Internal Revenue Code (the “Code”) and the regulations, rulings, notices and other guidance issued by the Internal Revenue Service (“IRS”) thereunder or interpreting same (collectively, “Code section 409A”), as an involuntary separation from service, with respect to any amounts that become payable to the Executive upon such termination hereunder, or under any other plan, policy, program arrangement of, or other agreement with, the Company or any Group Company and that are treated as deferred compensation for purposes of Code section 409A. In the event of any termination of the Term of Employment, save as provided in clauses 3.2,15.4,15.5, 15.6 and 19 below, the Executive will have no entitlement to any further payments from the Company hereunder and he hereby irrevocably waives any entitlement to notice or pay and/or benefits in lieu of any period of notice. Nothing in this clause 3.1 shall prejudice the Company’s right to terminate the Term of Employment hereunder pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:clause 15.1 hereof.

Term of Employment. This Agreement shall terminate The Company hereby employs the Executive as an employee, advisor, and/or consultant of the Company (an “Employee”), and the Executive hereby accepts such Employment by the Company, for a period (as such period may be extended, the “Term”) commencing on March the Commencement Date and expiring on the first to occur of (a) the termination of the Executive’s Employment pursuant to Article 6, and (b) December 31, 2012 2019 (the “Termination Date”). Provided that if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be Executive’s Employment has not previously been terminated pursuant to Part VII of this Agreement. If Article 6, the Agreement is not terminated Executive’s Employment pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Modified Agreement shall automatically renew automatically on one occasion for an additional two one (1) year term and for successive additional two years terms thereafter, period unless a either Party furnishes notice notifies the other Party in writing of such Party’s intention its desire not to renew by the Executive’s Employment under this Modified Agreement no later than sixty one-hundred twenty (60120) days prior to the expiration date Termination Date (a “Non-Renewal Notice”). If the Company delivers the Non-Renewal Notice and the Executive does not terminate his Employment prior to the end of the current term of this AgreementTerm, any then such notice non-renewal shall be deemed to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, a termination by the Company of the Executive’s Employment without Cause (as defined below) as of immediately prior to the expiration of any current termthe Term, Employee and Section 6.2 shall be paid all accrued salary, vacation govern such termination. If the Executive delivers the Non-Renewal Notice and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employerthe Company does not terminate the Executive’s policies and this Agreement or which are provided to Employer Employment prior to the Separation Date end of the Term, then such non-renewal shall be deemed to be a termination by the Executive of his Employment without Good Reason (as defined below) in accordance with Employer’s policies and this Agreement. In addition as of immediately prior to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current Term, and Section 6.4 shall govern such termination. If the Term has been automatically extended for the additional one year period as set forth above and thereafter the Term of this Modified Agreement expires by its terms at the end of the Term without the Company having proffered a new employment agreement to the Executive to extend his term of Employment upon terms and conditions at least as favorable to the Executive as the most favorable he received under this Modified Agreement during the Term (which shall be including salary and benefits as well as authority, functions, services, rights and privileges as are commensurate with the Separation Date), Executive’s position as the Employee will be entitled to receipt of severance payments as set forth herein:), the Company shall pay to the Executive a severance payment equal to (5) times the Executive’s Annual Salary as set forth herein.

Term of Employment. This The term of Executive's employment under this Employment Agreement shall terminate will commence on March 31the date of this Employment Agreement and will continue until the third (3rd) anniversary of the date of this Employment Agreement (the "Initial Employment Period"). THE INITIAL EMPLOYMENT PERIOD AND ANY RENEWAL EMPLOYMENT PERIOD (AS DEFINED HEREIN) SHALL AUTOMATICALLY BE RENEWED AND EXTENDED ON THE SAME TERMS AND CONDITIONS CONTAINED HEREIN FOR CONSECUTIVE ONE-YEAR PERIODS (EACH, 2012 if either party shall have given the other no less than sixty A "RENEWAL EMPLOYMENT PERIOD"), UNLESS NOT LATER THAN SIXTY (60) days advance notice of such termination in accordance with Section 11.01DAYS PRIOR TO THE END OF THE INITIAL EMPLOYMENT PERIOD OR ANY RENEWAL EMPLOYMENT PERIOD, AS THE CASE MAY BE, EITHER PARTY SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTY OF ITS ELECTION TO TERMINATE THIS EMPLOYMENT AGREEMENT. Notwithstanding The Initial Employment Period and the foregoing, this Agreement may be terminated pursuant Renewal Employment Periods are hereinafter referred to Part VII as the "Employment Period." For purposes of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Employment Agreement, any notice of election to terminate this Employment Agreement pursuant to this Section 2 shall be deemed: (i) a termination without Due Cause pursuant to Section 9(d) if such notice is delivered by the Company; or (ii) a voluntary resignation without Good Reason pursuant to be given in accordance with Section 11.019(e) if such notice is delivered by Executive. If Employer elects to not renew this Agreement, prior Notwithstanding anything to the expiration of any current termcontrary contained herein, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and Employment Period is subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled pursuant to receipt of severance payments as set forth herein:Section 9 below.

Term of Employment. This Unless Executive's employment shall sooner terminate pursuant to Section 7, the Company shall employ Executive on the terms and subject to the conditions of this Agreement for a term commencing on the Closing Date and ending on the three year anniversary of the Closing Date (the "Initial Term"). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), Executive's employment hereunder shall terminate on March 31be deemed to be automatically extended, 2012 if either party upon the same terms and conditions, for an additional period of one year (each, an "Additional Term"), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless the Company or Executive shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02notice, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, least 6 months prior to the expiration of any current termthe Initial Term or such Additional Term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided of its or his intention not to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to extend the Separation Date Employment Period (as defined below) hereunder. Any such notice of nonextension delivered by the Company to Executive shall be deemed a termination of Executive's employment by the Company Without Cause as of (i) the last day of the Initial Term or then current Additional Term, as the case may be, or (ii) any earlier date specified by the Company in accordance with Employer’s policies and this Agreementsuch notice, provided that such earlier date is not less than 30 days after the date such notice is delivered. In addition Any such notice of nonextension delivered by Executive to the foregoing amountsCompany shall be deemed a termination of Executive's employment by Executive without Good Reason as of the last day of the Initial Term or then current Additional Term, if Employer elects as the case may be. The period during which Executive is employed by the Company pursuant to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be referred to as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:"Employment Period."

Term of Employment. This (a) The Corporation hereby employs the Executive as President and Chief Executive Officer, the Bank hereby employs the Executive as President and Chief Executive Officer and the Executive hereby accepts said employment with each of the Corporation and the Bank and agrees to render such services to the Employers on the terms and conditions set forth in this Agreement. The term of employment under this Agreement shall terminate be for three years beginning on March 31the Effective Date. Prior to the first annual anniversary of the Effective Date and each annual anniversary thereafter, 2012 if either party the Board of Directors of each of the Corporation and the Bank shall have given consider and review (with appropriate corporate documentation thereof, and after taking into account all relevant factors, including the other no less than sixty (60Executive’s performance hereunder) days advance notice a one-year extension of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII term of this Agreement. If the Agreement is not terminated pursuant to Part VII Boards of Directors approve such an extension, then the term of this Agreement shall be so extended as of the relevant annual anniversary of the Effective Date unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such written notice to be given not less than thirty (30) days prior to any such relevant annual anniversary of the Effective Date; provided, however, that if either the Corporation or the Bank is deemed to be in “troubled condition” as defined in 12 C.F.R. §§225.71 or 303.101(c) as of the applicable annual anniversary of the Effective Date, then the term of this Agreement shall not be extended unless and until the Employers shall have received all requisite regulatory approvals, non-objections or consents to such renewal pursuant to the first sentence provisions of 12 C.F.R. Part 359. If either Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than thirty (30) days prior to any such annual anniversary of the Effective Date. If any party gives timely notice that the term will not be extended as of any annual anniversary of the Effective Date, then this Section 2.02, Agreement and the rights and obligations provided herein shall terminate at the conclusion of the initial thirty-six (36) month its remaining term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior except to the expiration date of extent set forth in Section 5(d) (including the current term of this Agreement, any provisions referenced in such notice to be given in accordance with section) and Section 11.017. If Employer elects to not renew this Agreement, prior References herein to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be refer both to the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:initial term and successive terms.

Term of Employment. This The Company shall not terminate the Executive without Cause until the later of (i) the second anniversary of the date hereof, (ii) the release of the Executive's shares of Xxxx.xxx Class A common stock pledged as collateral to secure the promissory note in the principal amount of $10 million issued by EasyLink to AT&T Corp., (iii) the repayment in full of the convertible promissory note in the principal amount of $2,682,964 million issued to the Executive pursuant to the Modification Agreement contemplated to be entered pursuant to the restructure term sheet dated as of the date hereof between the Executive and EasyLink and (iv) EasyLink offering to purchase, or arranging for a third party to offer to purchase, shares of EasyLink Class A common stock held by you for a minimum purchase price of $1.00 per share in cash yielding to you minimum net proceeds of $5 million, and, if you accept that offer, EasyLink or the third party having completed such purchase (the "Initial Term"). After the Initial Term, the Executive shall be employed at-will and either party may terminate the Executive's employment for any reason upon thirty (30) days prior written notice or, in the case of termination by the Company for Cause (as hereinafter defined), immediately upon written notice to the Executive." The forgoing amendment to the Employment shall become effective upon the issuance of the convertible promissory note in the amount of $2,682,964 pursuant to the Modification Agreement (the "Effective Time"). Except for the amendment provided herein, the Employment Agreement shall terminate on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination remain in accordance full force and effect. If you are in agreement with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreementkindly indicate your acceptance hereof by signing in the space indicated below. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02Very truly yours, at the conclusion EASYLINK SERVICES CORPORATION By s/Xxxxxx Xxxxxxxx -------------------------------- Name: Xxxxxx Xxxxxxxx Title: Chief Executive Officer Accepted and Agreed as of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:first above written: s/Xxxxxx Xxx Xxxx -------------------------------- Xxxxxx Xxx Xxxx

Term of Employment. This The Corporation hereby employs the Employee, and the Employee hereby accepts employment with the Corporation, for a period commencing as of March 10, 2000 and continuing from month to month thereafter until terminated as provided in this Section (1). The Corporation may terminate the employment of the Employee under this Employment Agreement at any time after September 10, 2000 by giving written notice to the Employee stating its election to terminate the employment of the Employee under this Employment Agreement. The employment of the Employee under this Employment Agreement shall terminate on March 31, 2012 if either party shall have given six (6) months after the other no less than sixty (60) days advance notice date of receipt by the Employee of such termination in accordance with Section 11.01. Notwithstanding notice; provided, however, that the foregoing, employment of the Employee under this Agreement may be terminated pursuant to Part VII of this Agreement. If the Employment Agreement is not terminated pursuant subject to Part VII of prior termination as hereinafter provided in Section (5). The Employee may terminate his employment with the Corporation under this Employment Agreement or pursuant at any time after September 10, 2000 by giving written notice to the first sentence of Corporation stating his election to terminate his employment under this Section 2.02Employment Agreement, at provided, however, that the conclusion employment of the initial thirty-Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5). The employment of the employee under this Employment Agreement shall terminate between twelve (12) and six (366) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice months after the date of receipt by the Corporation of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:below: IF NOTICE IS RECEIVED BY THE DATE OF TERMINATION OF EMPLOYMENT CORPORATION: : OF EMPLOYEE: ---------------------------- ----------------------------------- Between September 10, 2000 Twelve (12) months after date of and October 9, 2000 receipt of written notice by Corporation Between October 10, 2000 and Eleven (11) months after date of November 9, 2000 receipt of written notice by Corporation. Between November 10, 2000 and Ten (10) months after date of December 9, 2000 receipt of written notice by Corporation Between December 10, 2000 and Nine (9) months after date of January 9, 2001 receipt of written notice by Corporation Between January 10, 2001 and February Eight (8) months after date of 9, 2001 receipt of written notice by Corporation Between February 10, 2001 and Seven (7) months after date of March 9, 2001 receipt of written notice by Corporation Six (6) months after date of Anytime on or after March 10, 2001 receipt of written notice by Corporation

Term of Employment. This Agreement shall terminate The Company hereby employs the Executive as the Chief Executive Officer of the Company, and the Executive hereby accepts such employment by the Company, for a period (as such period may be extended, the “Term”) commencing on March the Commencement Date and expiring on the first to occur of (a) the termination of the Executive’s employment pursuant to Article 6, and (b) December 31, 2012 2015 (the “Termination Date”). Provided that if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be Executive’s employment has not previously been terminated pursuant to Part VII of this Agreement. If Article 6, the Agreement is not terminated Executive’s employment pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall automatically renew automatically on one occasion for an additional two one (1) year term and for successive additional two years terms thereafter, period unless a Party furnishes notice either party notifies the other party in writing of such Party’s intention its desire not to renew by the Executive’s employment under this Agreement no later than sixty one-hundred twenty (60120) days prior to the expiration date Termination Date (a “Non-Renewal Notice”). If the Company delivers the Non-Renewal Notice and the Executive does not terminate his employment prior to the end of the current term of this AgreementTerm, any then such notice non-renewal shall be deemed to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, a termination by the Company of the Executive’s employment without Cause (as defined below) as of immediately prior to the expiration of any current termthe Term, Employee and Section 6.2 shall be paid all accrued salary, vacation govern such termination. If the Executive delivers the Non-Renewal Notice and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employerthe Company does not terminate the Executive’s policies and this Agreement or which are provided to Employer employment prior to the Separation Date end of the Term, then such non-renewal shall be deemed to be a termination by the Executive of his employment without Good Reason (as defined below) as of immediately prior to the expiration of the Term, and Section 6.4 shall govern such termination. If the Term has been automatically extended for the additional one year period as set forth above and thereafter the Term of this Agreement expires by its terms at the end of the Term without the Company having proffered a new employment agreement to the Executive to extend his term of employment upon terms and conditions at least as favorable to the Executive as the most favorable he received under this Agreement during the Term (including salary, bonus opportunity and benefits as well as authority, functions, services, duties, rights and privileges as or commensurate with the Executive’s position as the Chief Executive Officer as set forth herein), then upon execution by the Executive and delivery to the Company of a release in favor of the Company which is not revoked by its terms (which release shall be substantially in the form attached as Exhibit A) the Company shall pay to the Executive a severance payment equal to (5) times the Executive’s highest annual Base Salary and Annual Bonus during the Term and shall continue to provide for twelve (12) months following such expiration all benefits while the Executive was employed by the Company (or if not allowable under the Company’s then existing policies their substantial equivalents) in accordance with Employer’s policies and this Agreement. In addition Article 4, except that the Company shall not be required to provide such benefits to the foregoing amountsextent that, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment onduring such twelve (12) month period, the expiration Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer. The Executive shall inform the Company of any other benefits the then current term of this Agreement (which shall be Executive is receiving where the Separation Date), Company would have a right to reduce the Employee will be entitled benefits it is providing to receipt of severance payments as set forth herein:the Executive.

Term of Employment. This Unless Executive’s employment shall sooner terminate pursuant to Section 8, the Company shall continue to employ Executive on the terms and subject to the conditions of this Agreement shall terminate on March for a term commencing as of the date of this Agreement (the “Commencement Date”) and ending December 31, 2012 if either party 2015; provided, however, on December 31, 2013 and on each annual anniversary date of December 31, 2013 (an “Annual Anniversary Date”) through December 31, 2017, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions for three (3) years after such Annual Anniversary Date, unless the Company shall have given the other no less than sixty (60) days advance written notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02Executive, at the conclusion of the initial thirty-six least thirty (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (6030) days prior to the expiration date of such Annual Anniversary Date, of its intention not to extend the current Employment Period (as defined below) hereunder. As such, on December 31, 2017, the remaining term of this Agreementwill be for three (3) years; on December 31, any 2018, the remaining term will be for two (2) years; and on December 31, 2019, the remaining term will be for one (1) year. Beginning with the December 31, 2020 Anniversary Date and each Anniversary Date thereafter, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions for one (1) year after such Annual Anniversary Date, unless the Company shall have given written notice to be given in accordance with Section 11.01. If Employer elects to not renew this AgreementExecutive, at least thirty (30) days prior to the expiration of such Annual Anniversary Date, of its intention not to extend the Employment Period (as defined below) hereunder. Notwithstanding the foregoing, unless mutually agreed to by the Company and the Executive, Executive’s employment hereunder shall under no circumstances extend beyond December 31, 2023. The period during which Executive is employed by the Company pursuant to this Agreement, including any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer extension thereof in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amountspreceding sentence, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be referred to as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:“Employment Period.”

Term of Employment. This Unless earlier terminated as hereinafter provided, the term of the Executive's employment under this Agreement shall terminate initially be for a period beginning on March the date hereof and ending on May 31, 2012 if either party 1999; provided that on May 31, 1998 and on each May 31 thereafter, the term of the Execu- tive's employment hereunder shall automatically be extended for an additional one-year period unless, prior to such May 31, the Company shall have given the Executive, or the Executive shall have given the Company, written notice that the Employment Term shall not be so extended. The period commencing on the date hereof and ending on the earlier of (i) the termination of Executive's employment hereunder, and (ii) the later of May 31, 1999 or the expiration of all one-year extensions described in the preceding sentence, is referred to herein as the Employment Term. If the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Executive and the Company in writing, the Executive's continued employment by the Company after the Employment Term shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, with or without cause and with or without notice, but shall in all other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding respects be subject to the foregoing, this Agreement may be terminated pursuant to Part VII terms and conditions of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:.

Term of Employment. This Agreement shall terminate DUTIES. From the period commencing on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term date hereof and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days ending immediately prior to the expiration date Effective Time (as defined in the S-1 registration filed by "AMP" in connection with its IPO, the employment of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee Executive shall be paid all accrued salary, vacation governed by the terms and reimbursement expenses for which expense reports have been provided to Employer conditions set forth in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Prior Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current The term of this Agreement (which the "Term") and Executive's employment with the Company hereunder shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the third anniversary of the Effective Time (such initial term of the Agreement referred to as the "Initial Term"); PROVIDED, HOWEVER, that the Term shall automatically be renewed for successive additional two year periods at the end of the Initial Term and each renewal term thereafter, unless either the Company or the Executive provides at least one year's notice to the other of its intention not to renew the Term; and PROVIDED, FURTHER, that if the "IPO" is terminated in accordance with its terms prior to the Effective Time or the "IPO" is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. During the Term, the Executive shall be employed as the Separation Date)of the Company, reporting to the Employee President of the Company, serving at the will of the Board of Directors of the Company (the "Board") with the traditional duties, responsibilities and authority of such office in companies similar in size to the Company. The Executive agrees that he shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy and attention to the business of the Company and its subsidiaries; provided, however, that Executive shall be entitled permitted to receipt devote a reasonable amount of severance payments business time, energy and attention to the pursuit of activities on behalf of the entities described on the attached Exhibit B hereto and disclosed to Company in connection with Company's acquisition of the assets of Pyramid Anesthesiology Group, Inc. so long as set forth herein:such devotion does not unreasonably interfere with the performance of Executive's duties hereunder.

Term of Employment. This Unless Executive’s employment shall sooner terminate pursuant to Section 8, the Company shall continue to employ Executive on the terms and subject to the conditions of this Agreement shall terminate on March 31for a term commencing as of January 1, 2012 if either party (the “Commencement Date”) and ending on the date which is three (3) years after the Commencement Date, provided, however, on each annual anniversary date of the Commencement Date (an “Annual Anniversary Date”) through January 1, 2016, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions for three (3) years after such Annual Anniversary Date, unless the Company shall have given the other no less than sixty (60) days advance written notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02Executive, at the conclusion of the initial thirty-six least thirty (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (6030) days prior to the expiration date of such Annual Anniversary Date, of its intention not to extend the current term of this AgreementEmployment Period (as defined below) hereunder. Beginning with the January 1, any 2018 Anniversary Date and each Anniversary Date thereafter, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions for one (1) year after such Annual Anniversary Date, unless the Company shall have given written notice to be given in accordance with Section 11.01. If Employer elects to not renew this AgreementExecutive, at least thirty (30) days prior to the expiration of such Annual Anniversary Date, of its intention not to extend the Employment Period (as defined below) hereunder. Notwithstanding the foregoing, unless mutually agreed to by the Company and the Executive, Executive’s employment hereunder shall under no circumstances extend beyond December 31, 2021. The period during which Executive is employed by the Company pursuant to this Agreement, including any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer extension thereof in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amountspreceding sentence, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be referred to as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:“Employment Period.”

Term of Employment. This Agreement shall terminate on March 31, 2012 if either party shall have given The Company and the other no less than sixty (60) days advance notice of such termination Parent hereby agree to employ the Executive and the Executive hereby agrees to continue to serve the Company and the Parent in accordance with the terms and conditions set forth herein, for an initial period of three (3) years (the "Initial Term"), commencing as of the Effective Date of this Agreement, as indicated above. The term of this Agreement shall automatically be extended for one (1) additional year on the first anniversary date of the Effective Date and on each subsequent anniversary thereof (regardless of whether such anniversary occurs during the Initial Term of this Agreement or during an extension thereof), unless the Company or the Executive gives the other party written notice that it does not wish to extend the term of this Agreement, delivered prior to the date as of which the term of the contract would otherwise be extended pursuant to this paragraph. In the event such notice of intent not to extend is properly delivered by either party, this Agreement, along with all corresponding rights, duties, and covenants shall automatically expire at the end of the Initial Term or such extended term as is then applicable. However, regardless of the above, if at any time during the term of this Agreement, a Change in Control of the Parent occurs, then this Agreement shall become immediately irrevocable, except as expressly provided in Sections 6 or 7 hereof, and shall in all events continue in effect for the greater of (i) - twenty-four (24) months from the end of the month in which such Change in Control becomes effective or (ii) the then remaining term, and subject to -- further extensions pursuant to this Section 11.011. Notwithstanding Further, notwithstanding the foregoingprovisions of this Section 1, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02earlier, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term as expressly provided in Sections 6 and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth 7 herein:.

Term of Employment. This Agreement shall terminate Effective as of the Date of Hire, the Company agrees to employ Employee, and Employee accepts employment by the Company, for the period commencing on March 31the Date of Hire and ending on the first anniversary of the Date of Hire (the “Initial Term”), 2012 if either party shall have given the other no less than sixty (60) days advance notice of such subject to earlier termination as hereinafter set forth in Article III. Unless earlier terminated in accordance with Section 11.01. Notwithstanding Article III, following the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion expiration of the initial thirty-six (36) month termInitial Term, this Agreement shall renew be automatically for an additional two year term and renewed for successive additional two years terms thereafterone-year periods (collectively, unless the “Renewal Terms”; individually, a Party furnishes notice of such Party’s intention not to renew by no later than sixty “Renewal Term”) unless, at least ninety (6090) days prior to the expiration date of the Initial Term or the then current term Renewal Term, either party provides the other with a written notice of intention not to renew, in which case the Employee’s employment with the Company, and the Company’s obligations hereunder, shall terminate as of the end of the Initial Term or said Renewal Term, as applicable. Except as otherwise expressly provided herein, the terms of this Agreement during any Renewal Term shall be the same as the terms in effect immediately prior to such renewal, subject to any such changes or modifications as mutually may be agreed between the parties as evidenced in a written instrument signed by both the Company and Employee. The expiration of the Agreement at the end of the Initial Term or any Renewal Term by reason of the Company giving notice of nonrenewal pursuant to this Section 1.1, other than if the Company specifies that the reason for the non-renewal, and related termination of employment, otherwise qualifies as: • a “For Cause” termination pursuant to Section 3.1(c) or • a “Death or Disability” termination pursuant to Section 3.1(d) shall be deemed a termination by the Company “without Cause” pursuant to Section 3.1(a) of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, and Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided eligible to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to receive the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as benefits set forth herein:in Section 3.2(a).

Term of Employment. This Agreement Except as otherwise provided below, the Company shall terminate employ Executive for the period commencing on March 31the date first written above (the “Commencement Date”) and ending on the third anniversary of the Commencement Date. At the expiration of the original term or any extended term (each a “Renewal Date”), 2012 if Executive’s employment hereunder shall be extended automatically, upon the same terms and conditions, for successive one-year periods, unless either party shall have given give written notice to the other no less than sixty (60) days advance of its intention not to renew such employment at least twelve months prior to such Renewal Date. In the event that this Agreement expires at the end of its then current term by reason of either party having delivered a written notice of such termination non-renewal to the other in accordance with this Section 11.011(b), then, except as otherwise provided in Section 9, neither the Company nor Executive shall have any further duties or obligations to, or rights against, the other party under or pursuant to this Agreement; provided that notwithstanding the foregoing, the Company shall continue to have any and all rights against Executive in the event that Executive was involved during the Employment Period in acts that would have permitted a Termination For Cause as defined in Section 5(d) hereof. Without limiting the generality of the foregoing, upon the occurrence of a Change of Control (as defined below), the term of this Agreement shall be extended automatically without any action by either party until the third anniversary of such Change of Control. Notwithstanding the foregoing, this Agreement may be if not previously terminated pursuant to Part VII Sections 1(b), 5(a) or 6(a), the term of this Agreement shall terminate on the last day of the month in which Executive attains age 65, and such a termination upon Executive reaching age 65 shall be deemed to be a Termination Due to Retirement for purposes of this Agreement. If the Agreement The period during with Executive is not terminated employed pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, including any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement extension thereof in accordance with this sectionSection 1(b), and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be referred to as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:“Employment Period.”

Term of Employment. This Agreement Subject to the terms and conditions of this Agreement, the Company, MVB and PMG agree to employ you, and you agree to remain employed by the Company, MVB and PMG, from the Effective Date until the day prior to the fifth anniversary of such date (the "Term"). The Term shall terminate extend for up to three (3) years on March 31, 2012 if the fifth anniversary of the Effective Date. In the event either party desires to terminate the Term at the end of the five years, it shall have given provide written notice to the other no less than sixty (60) days advance notice party on or before six months after the fourth anniversary of such termination the Effective Date, in accordance with Section 11.01. Notwithstanding 12(a) hereof (a "Non-renewal Notice"), in which case the foregoing, this Agreement may Termination Date (as defined in Section 5 hereof) shall be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion fifth anniversary of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this AgreementEffective Date unless, prior to the expiration of the Term, your employment is terminated pursuant to Section 5(a), (b) or (c) hereof. In the event of any current termtermination of your employment pursuant to the terms of Section 5(a), Employee (b) or (c) hereof, the Term shall be paid all accrued salarydeemed to have ended as of the applicable Termination Date. You shall have the option to extend the Term, vacation in the event the Company and reimbursement expenses MVB agree, by one, two or three years. The exercise of this option shall be communicated in writing to the Company or MVB on or before six months after the fourth anniversary of the Effective Date, including the length of the option period you wish to exercise. In the event you communicate either one year, or two years for which expense reports your option extension, you shall have been provided to Employer the option of extending again for an additional one or two year period, so long as you notify the Company and MVB in accordance with Employer’s policies and this Agreement writing, on or which are provided to Employer before six months’ prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreementexpiration of that extension period. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this sectionIf you exercise one year, and subject then one year again, you shall have the option to Employee’s continued employment throughexercise one more year, and termination of employment onso long as you notify the Company or MVB in writing, on or before six months’ prior to the expiration of the then current term of this Agreement (which shall be the Separation Date)preceding term. Each time you exercise your option to extend, the Employee Company and MVB have the right to reject such exercise of the option, within five (5) business days of notification by you in writing of your desire to extend. If the Company and MVB do not provide such notice within five (5) business days, the elected period of extension will be entitled to receipt deemed accepted. In the event neither party provides a written Non-renewal Notice on or before six months after the fourth anniversary of severance payments as set forth herein:the Effective Date, the Term will automatically extend for an additional three years, and shall, ipso facto, become part of (and incorporated within any references to) the Term.

Term of Employment. This (a) The Corporation hereby employs the Executive as President, the Bank hereby employs the Executive as President and Chief Executive Officer and the Executive hereby accepts said employment and agrees to render such services to the Employers on the terms and conditions set forth in this Agreement. The term of employment under this Agreement shall terminate be for three years beginning on March 31the Effective Date. Prior to the second annual anniversary of the Effective Date and each annual anniversary thereafter, 2012 if either party the Board of Directors of each of the Corporation and the Bank shall have given consider and review (with appropriate corporate documentation thereof, and after taking into account all relevant factors, including the other no less than sixty (60Executive’s performance hereunder) days advance notice a one-year extension of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII term of this Agreement. If the Agreement is not terminated pursuant to Part VII Boards of Directors approve such an extension, then the term of this Agreement shall be so extended as of the relevant annual anniversary of the Effective Date unless the Executive gives written notice to the Employers of the Executive’s election not to extend the term, with such written notice to be given not less than thirty (30) days prior to any such relevant annual anniversary of the Effective Date; provided, however, that if either the Corporation or the Bank is deemed to be in “troubled condition” as defined in 12 C.F.R. §§225.71 or 303.101(c) (or any successors thereto) as of the applicable annual anniversary of the Effective Date, then the term of this Agreement shall not be extended unless and until the Employers shall have received all requisite regulatory approvals, non-objections or consents to such renewal pursuant to the first sentence provisions of 12 C.F.R. Part 359. If either Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than thirty (30) days prior to any such annual anniversary of the Effective Date. If any party gives timely notice that the term will not be extended as of any annual anniversary of the Effective Date, then this Section 2.02, Agreement and the rights and obligations provided herein shall terminate at the conclusion of the initial thirty-six (36) month its remaining term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior except to the expiration date of extent set forth in Section 5(d) (including the current term of this Agreement, any provisions referenced in such notice to be given in accordance with section) and Section 11.017. If Employer elects to not renew this Agreement, prior References herein to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be refer both to the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:initial term and successive terms.

Term of Employment. This Employee’s initial term of employment with the Company under this Agreement shall terminate on March 31be for the period of (2) two years commencing upon through (the “Initial Term of Employment”). Thereafter, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement Employment Period hereunder may be terminated extended on a month-to-month basis or for such other period as mutually agreed by the Parties. The Initial Term of Employment, and any extension of employment hereunder, shall each be referred to herein as a “Term of Employment.” The period from the Effective Date through the date of Employee’s termination of employment for whatever reason shall be referred to herein as the “Employment Period.” Employee may terminate his employment with the Company and all Affiliates at any time by providing 30 days Notice of Termination to the Company pursuant to Part VII Section 7. Company may terminate the employment of this AgreementEmployee with the Company and all Affiliates at any time by providing 30 days Notice of Termination to Employee pursuant to Section 7; provided, however, no advance Notice of Termination shall be required if Employee is being terminated for Cause (as defined in Section 6(c)). If Employee is terminated by the Agreement is Company without Cause prior to , including, but not limited to, termination following a Change-of-Control Event (as defined in Section 6(c)), Employee will be eligible to receive the Benefits described in Section 6 as if he terminated pursuant on . In addition, in such event the Stock Options and Performance-based Restricted Stock Units allocated to Part VII of this Agreement or him pursuant to the first sentence Sxxxx International, Inc. 1989 Long-Term Incentive Plan (“LTIP”) will continue to vest through as if he was still employed through such date. Restricted Stock Units that vest according to this provision and the terms of this Section 2.02, at a Restricted Stock Unit Agreement between the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term Company and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention Executive will be payable to Executive not to renew by no later than sixty (60) 60 days prior to after the expiration date of the current term of this Agreement, any upon which such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this AgreementUnits become vested. In addition to the foregoing amountsaddition, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), such event the Employee will be entitled have the right to receipt exercise all vested but unexercised Stock Options as of severance payments pursuant to the post-termination exercise period provided under the retirement provisions of the LTIP as set forth herein:if he retired from the Company for age on such date.

Term of Employment. This Agreement The term of employment hereunder shall terminate commence on March 31, 2012 if either party the date hereof and shall have given end on the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to day preceding the first sentence of this Section 2.02, at anniversary date1 hereof (the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01"Employment Term"). If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, After the expiration of the then current Employment Term unless extended in writing by mutual agreement of the parties hereto, the employment relationship thereafter will continue as employment "at will" and, accordingly after the expiration of the Employment Term, Employee and Employer will be each free to terminate such employment relationship at any time, for any reason, with or without notice or cause. During the Employment Term, Employee may terminate employment under this Agreement at any time upon at least 60 days' prior written notice to Employer. Employer may terminate Employee's employment under this Agreement at any time, without prior notice, for "due cause" upon the good faith determination by the Board of Directors of Employer (the "Board") or a Chief Executive Officer ("CEO") or Co-Chief Executive Officer ("Co-CEO") of Omega Research, Inc., the parent of Employer, that "due cause" exists for the termination of the employment relationship. The term "due cause" shall mean any of the following events: (i) any intentional misapplication by Employee of Employer's funds or any fraud committed by Employee upon Employer; or (ii) Employee's conviction of a crime involving moral turpitude or a felony, or (iii) Employee's breach, non-performance or non-observance of the terms of this Agreement which is not cured (which if curable) within ten (10) days of Employee's receipt of written notice thereof; or (iv) any other action by Employee involving willful and deliberate malfeasance or gross negligence in the performance of Employee's duties, responsibilities and agreements. During the Employment Term, Employer may also terminate the employment of Employee other than for "due cause" provided that in such event Employee shall be the Separation Date), the Employee will be entitled to receipt receive the remaining base salary payments due hereunder for the remainder of severance payments as set forth herein:the Employment Term, but in no event less than three months' base salary. In the event of such termination for other than "due cause," all other rights and benefits Employee may have under the employee and/or executive benefit plans and arrangements of Employer generally shall be determined in accordance with the terms and conditions of such plans and arrangements. The parties acknowledge and agree that during the Employment Term, Employer shall not (i) decrease Employee's annual base salary, (ii) materially diminish Employee's duties and responsibilities or (iii) require Employee to relocate on a full time basis from Dallas, Texas.

Term of Employment. This Agreement shall terminate on March 31, 2012 if either party shall have given Subject to the other no less than sixty (60) days advance notice provisions of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII 7 of this Agreement, Executive shall be employed by the Company for a period commencing on the Effective Date and ending on the fifth anniversary of the Original Effective Date (the “Initial Term”), on the terms and subject to the conditions set forth in this Agreement. If Following the Agreement is not terminated pursuant to Part VII Initial Term, the term of Executive’s employment hereunder shall automatically be renewed on the terms and conditions hereunder for additional one-year periods commencing on each anniversary of the last day of the Initial Term (the Initial Term and any annual extensions of the term of this Agreement or pursuant Agreement, subject to the first sentence provisions of this Section 2.027 hereof, at together, the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter“Employment Term”), unless a Party furnishes either party gives written notice of such Party’s intention not to renew by no later than non-renewal at least sixty (60) days prior to such anniversary, provided that if the expiration non-renewal is in respect of the Initial Term, either party shall provide the other with not less than 270 days’ notice of its intention to not automatically renew this Agreement at the end of the Initial Term, which in any event shall not be given prior to March 31, 2012 or after October 31, 2012 and in which case the Initial Term shall automatically extend through the completion of the 270 day period following such notice of intention and the Date of Termination shall be the last date of the current term Initial Term as extended hereby based on the 270 day period from the notice of intention not to renew, if the parties have not otherwise entered into a new or amended employment agreement. For the avoidance of doubt, the non-renewal of this Agreement by either party initiated by either party between March 31, 2012 and October 31, 2012, which does not result in a new or amended employment agreement between the parties shall constitute a termination of Executive without Cause entitling Executive to the benefits under Section 7(c)(ii) and (iii) of this Agreement on the terms provided. If neither party to this Agreement exercises their rights of non-renewal of the Initial Term hereunder such that the Employment Term is extended, any later non-renewal of the Employment Term by the Company under this Agreement shall be deemed to constitute a termination by the Company without Cause under Section 7(c) of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:.

Term of Employment. This The Corporation hereby employs the Employee, and the Employee hereby accepts employment with the Corporation, for a period commencing as of March 10, 2000 and continuing from month to month thereafter until terminated as provided in this Section (1). The Corporation may terminate the employment of the Employee under this Employment Agreement at any time after September 10, 2000 by giving written notice to the Employee stating its election to terminate the employment of the Employee under this Employment Agreement. The employment of the Employee under this Employment Agreement shall terminate on March 31, 2012 if either party shall have given six (6) months after the other no less than sixty (60) days advance notice date of receipt by the Employee of such termination in accordance with Section 11.01. Notwithstanding notice; provided, however, that the foregoing, employment of the Employee under this Agreement may be terminated pursuant to Part VII of this Agreement. If the Employment Agreement is not terminated pursuant subject to Part VII of prior termination as hereinafter provided in Section (5). The Employee may terminate his employment with the Corporation under this Employment Agreement or pursuant at any time after September 10, 2000 by giving written notice to the first sentence of Corporation stating his election to terminate his employment under this Section 2.02Employment Agreement, at provided, however, that the conclusion employment of the initial thirty-Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5). The employment of the employee under this Employment Agreement shall terminate between twelve (12) and six (366) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice months after the date of receipt by the Corporation of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:below: IF NOTICE IS RECEIVED BY THE DATE OF TERMINATION OF CORPORATION: EMPLOYMENT OF EMPLOYEE: -------------------------------- -------------------------------------- Between September 10, 2000 Twelve (12) months after date of receipt and October 9, 2000 of written notice by Corporation Between October 10, 2000 and Eleven (11) months after date of receipt November 9, 2000 of written notice by Corporation. Between November 10, 2000 and Ten (10) months after date of receipt of December 9, 2000 written notice by Corporation Between December 10, 2000 and Nine (9) months after date of receipt of January 9, 2001 written notice by Corporation Between January 10, 2001 and Eight (8) months after date of receipt of February 9, 2001 written notice by Corporation Between February 10, 200l and Seven (7) months after date of receipt of March 9, 2001 written notice by Corporation Six (6) months after date of receipt of Anytime on or after March 10, 2001 written notice by Corporation

Term of Employment. This Agreement shall terminate DUTIES. From the period commencing on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term date hereof and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days ending immediately prior to the expiration date Effective Time (as defined in the Agreement and Plan of Merger by and among the Company, Champion and PC Merger Sub dated as of April 12, 1996, as amended and restated May 29, 1996, and as such agreement may be amended from time to time (the "Merger Agreement")), the employment of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee Executive shall be paid all accrued salary, vacation governed by the terms and reimbursement expenses for which expense reports have been provided to Employer conditions set forth in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Prior Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current The term of this Agreement (which the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the third anniversary of the Effective Time (such initial term of the Agreement referred to as the "Initial Term"); provided, however, that the Term shall automatically be renewed for one additional period of three years at the end of the Initial Term, unless either the Company or the Executive provides at least one year's notice to the other of its intention not to renew the Term; and provided, further, that if the Merger Agreement is terminated in accordance with its terms prior to the Effective Time or if the Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. 2 During the Term, the Executive shall be employed as the Separation Date)Executive Vice President and President, Healthcare Operations of the Employee Company serving at the will be entitled of the Board of Directors of the Company (the "Board") with the traditional duties, responsibilities and authority of such office in companies similar in size to receipt the Company. The Executive agrees that he shall perform his duties hereunder faithfully and to the best of severance payments as set forth herein:his abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy and attention to the business of the Company and its subsidiaries.

Term of Employment. This Subject to Section 7 below, the initial term of this Agreement and the Employee's employment by the Corporation pursuant hereto shall terminate on March 31begin as of November 1, 2012 1997 and shall continue in full force and effect until November 1, 1998 (the "Initial Term"); provided, however, that this Agreement and the Employee's employment by the Corporation pursuant hereto shall be automatically renewed from year to year thereafter for successive one (1) year terms unless (1) terminated by the Corporation (A) upon 8 months' written notice, (B) with no notice if either party shall have given the other no less than sixty Corporation, in its sole discretion, determines that the notice provided for in the preceding sentence is not in the best interests of the Corporation, or (602) by the Employee upon written notice, which notice must provide that the Employee will remain employed with the Corporation hereunder until November 1, 1998 or for 90 days advance notice after the date of such termination in accordance with Section 11.01the notice, whichever is later. Notwithstanding the foregoing, this Agreement and the Employee's employment by the Corporation pursuant hereto may be sooner terminated as provided herein. In the event that this Agreement and the Employee's employment by the Corporation is terminated pursuant to Part VII subsection (1)(A) of this AgreementSection 2, then (i) the option to purchase 150,000 shares of common stock, $0.01 par value, of Parent granted to the Employee on September 19, 1996 (the "Option") shall, at the effective date of Employee's termination, become fully vested and exercisable in its entirety, and (ii) the Employee shall be entitled to receive the fringe benefits described in Section 4(b) hereof, or at the discretion of the Corporation, a similar alternative, commencing on the effective date of Employee's termination and continuing until the Employee reaches the age of sixty-five (65). If In the event that this Agreement and the Employee's employment by the Corporation is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence subsection (1)(B) of this Section 2.022, at then the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation entitled to receive the severance and reimbursement expenses for which expense reports have been provided to Employer benefits described in accordance with Employer’s policies and Section 7(d) below. In the event that this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:the

Term of Employment. This Unless Executive’s employment shall sooner terminate pursuant to Section 8, the Company shall continue to employ Executive on the terms and subject to the conditions of this Agreement shall terminate for a term commencing as of the date of this Agreement (the “Commencement Date”) and ending on March December 31, 2012 if either party 2015; provided, however, on December 31, 2013 and on each annual anniversary date of December 31, 2013 (an “Annual Anniversary Date”) through December 31, 2021, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions for three (3) years after such Annual Anniversary Date, unless the Company shall have given the other no less than sixty (60) days advance written notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02Executive, at the conclusion of the initial thirty-six least thirty (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (6030) days prior to the expiration date of such Annual Anniversary Date, of its intention not to extend the current Employment Period (as defined below) hereunder. As such, on December 31, 2021, the remaining term of this Agreementwill be for three (3) years; on December 31, any 2022, the remaining term will be for two (2) years; and on December 31, 2023, the remaining term will be for one (1) year. Beginning with the December 31, 2024 Anniversary Date and each Anniversary Date thereafter, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions for one (1) year after such Annual Anniversary Date, unless the Company shall have given written notice to be given in accordance with Section 11.01. If Employer elects to not renew this AgreementExecutive, at least thirty (30) days prior to the expiration of such Annual Anniversary Date, of its intention not to extend the Employment Period (as defined below) hereunder. Notwithstanding the foregoing, unless mutually agreed to by the Company and the Executive, Executive’s employment hereunder shall under no circumstances extend beyond December 31, 2027. The period during which Executive is employed by the Company pursuant to this Agreement, including any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer extension thereof in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amountspreceding sentence, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be referred to as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:“Employment Period.”

Term of Employment. This Executive’s term of employment under this Agreement shall commence on the Commencement Date and, subject to the terms hereof, shall terminate on March 31, 2012 if either party shall have given the other no less than sixty earlier of: (60i) days advance notice the three (3) year anniversary of the Commencement Date; or (ii) the termination of Executive’s employment pursuant to this Agreement (the effective date of such termination in accordance with Section 11.01. Notwithstanding being the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If “Termination Date”; and the Agreement is not terminated pursuant to Part VII period from the Commencement Date until the Termination Date of this Agreement or pursuant shall be the “Term”). To terminate this Agreement, either party must give written notice to the first sentence of this Section 2.02, other party at the conclusion of the initial thirtyleast forty-six five (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (6045) days prior to the expiration date Termination Date; provided, that no such notice shall be required in the event that the Company terminates this Agreement for Cause or Executive terminates this Agreement for Good Reason, except as otherwise provided herein. Unless earlier terminated, the Term of this Agreement shall be renewed automatically for succeeding terms of one (1) year (in which case both the Termination Date and the Term shall be extended one (1) year on each renewal), unless either party has given written notice to the other at least six (6) months prior to the applicable Termination Date of its intention not to renew. For the avoidance of doubt, no severance obligations hereunder shall arise as a result of the current term expiration of this Agreementthe Term or the failure by the Company to renew Executive’s employment hereunder, any such except as follows: (a) if the Company provides notice to be given Executive at least six (6) months prior to the expiration of the Term of its intention not to renew Executive’s employment hereunder, then the Company shall continue to pay to Executive her Base Salary (at the rate then applicable to Executive) for a period of six (6) months following the expiration of the Term, payable in accordance with Section 11.01. If Employer elects the Company’s normal payroll practices, subject to Executive’s continued compliance with the terms of this Agreement and any restrictive covenants to which she is subject; (b) if the Company provides notice to Executive less than six (6) months, but not renew this Agreementless than five (5) months, prior to the expiration of any current termthe Term of its intention not to renew Executive’s employment hereunder, Employee then the Company shall be paid all accrued salarycontinue to pay to Executive her Base Salary (at the rate then applicable to Executive) for a period of six (6) months following the expiration of the Term, vacation and reimbursement expenses for which expense reports have been provided to Employer payable in accordance with Employerthe Company’s policies and normal payroll practices, subject to Executive’s continued compliance with the terms of this Agreement or and any restrictive covenants to which are provided she is subject; and (c) if the Company provides notice to Employer Executive less than five (5) months prior to the Separation Date expiration of the Term of its intention not to renew Executive’s employment hereunder, then the Company shall continue to pay to Executive her Base Salary (at the rate then applicable to Executive) for a period of twelve (12) months from the date of such notice (including the period of time remaining up to the expiration of the Term, and continuing following the expiration of the Term), payable in accordance with the Company’s normal payroll practices, subject to Executive’s continued compliance with the terms of this Agreement and any restrictive covenants to which she is subject. By way of example, if the Company gives notice three (3) months prior to the expiration of the Term of its intention not to renew Executive’s employment hereunder, the Company shall continue to pay Executive’s Base Salary for a period of nine (9) months following the expiration of the Term, such that Executive continues to receive the Base Salary for a total of twelve (12) months from the date of the notice. For the avoidance of doubt, nothing in this Section 2 shall prevent the Company from terminating the employment of Executive for Cause (as defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew terms of this Agreement in accordance with this section, and subject less than six (6) months prior to Employee’s continued employment through, and termination of employment on, the expiration of the then current term Term of Executive’s employment hereunder regardless of whether or not the Company has given written notice to Executive of its intention to renew (or not renew) the Term of this Agreement, in which event the provisions of this Agreement (which relating to a termination for Cause, and not the provisions of this Section 2 relating to continued payment of Base Salary, shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:apply.

Term of Employment. This Agreement shall terminate DUTIES. From the period commencing on March 31, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term date hereof and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days ending immediately prior to the expiration date Effective Time (as defined in the Agreement and Plan of Merger by and among the Company, Champion and PC Merger Sub dated as of April 12, 1996, as amended May 29, 1996, and as such agreement may be amended from time to time (the "Merger Agreement")), the employment of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee Executive shall be paid all accrued salary, vacation governed by the terms and reimbursement expenses for which expense reports have been provided to Employer conditions set forth in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Prior Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current The term of this Agreement (which the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the fifth anniversary of the Effective Time (such initial term of the Agreement referred to as the "Initial Term"); PROVIDED, HOWEVER, that the Term shall automatically be renewed for an additional period of five years (each such period, a "Renewal Period") at the end of the Initial Term and at the end of each Renewal Period, if any, unless either the Company or the Executive provides at least one year's notice to the other of its intention not to renew the Term; and PROVIDED, FURTHER, that if the Merger Agreement is terminated in accordance with its terms prior to the Effective Time or if the Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. 2 During the Term, the Executive shall be employed as the Separation Date)President and Chief Operating Officer of the Company serving at the will of the Board of Directors of the Company (the "Board") with, subject to the express terms and conditions hereof, the Employee will traditional duties, responsibilities and authority of such office in companies similar in size to the Company. The Executive agrees that he shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy and attention to the business of the Company and its subsidiaries. The Executive shall agree to serve and the Company shall use its best efforts to nominate and cause the Executive to be entitled elected as a member of the Board. In addition, for so long as Executive shall serve as a member of the Board, he shall agree to receipt serve as and the Company shall use its best efforts to nominate and cause the Executive to be elected as a member of severance payments the Executive Committee of the Board ("Executive Committee"). The Executive agrees to use his authorities as President and as a member of the Board and of the Executive Committee to manage and cause others to manage the Company in accordance with the management guidelines set forth herein:on Exhibit A hereto; PROVIDED, HOWEVER, that nothing in this Section shall require the Executive to violate or breach his duties under the law of the state of incorporation of the Company or any other applicable laws. The Company agrees to use its best efforts to manage and cause others to manage the Company in accordance with the management guidelines set forth in Exhibit A hereto.

Term of Employment. This Unless Executive’s employment shall sooner terminate pursuant to Section 8, the Company shall continue to employ Executive on the terms and subject to the conditions of this Agreement shall terminate for a term commencing as of the date of this Agreement (the “Commencement Date”) and ending on March December 31, 2012 if either party 2015; provided, however, on December 31, 2013 and on each annual anniversary date of December 31, 2013 (an “Annual Anniversary Date”) through December 31, 2015, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions for three (3) years after such Annual Anniversary Date, unless the Company shall have given the other no less than sixty (60) days advance written notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02Executive, at the conclusion of the initial thirty-six least thirty (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (6030) days prior to the expiration date of such Annual Anniversary Date, of its intention not to extend the current Employment Period (as defined below) hereunder. As such, on December 31, 2015, the remaining term of this Agreementwill be for three (3) years; on December 31, any 2016, the remaining term will be for two (2) years; and on December 31, 2017, the remaining term will be for one (1) year. Beginning with the December 31, 2018 Anniversary Date and each Anniversary Date thereafter, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions for one (1) year after such Annual Anniversary Date, unless the Company shall have given written notice to be given in accordance with Section 11.01. If Employer elects to not renew this AgreementExecutive, at least thirty (30) days prior to the expiration of such Annual Anniversary Date, of its intention not to extend the Employment Period (as defined below) hereunder. Notwithstanding the foregoing, unless mutually agreed to by the Company and the Executive, Executive’s employment hereunder shall under no circumstances extend beyond December 31, 2021. The period during which Executive is employed by the Company pursuant to this Agreement, including any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer extension thereof in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amountspreceding sentence, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be referred to as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:“Employment Period.”

Term of Employment. This Agreement 3.1 The Company hereby agrees to continue to employ the Executive, and the Executive hereby accepts such continued employment and, subject to clause 15, the Company and the Executive can terminate the Term of Employment by written notice taking effect immediately on the date of its service on the other party, in which event the Executive’s employment with the Company shall terminate on March 31, 2012 if either party shall have given as of the other no less than sixty (60) days advance notice date of such termination in accordance with Section 11.01notice. Notwithstanding Any notice to terminate the foregoing, this Agreement may be terminated Term of Employment given by either the Executive or the Company (other than a notice by the Company pursuant to Part VII clause 15.1 hereof) shall be deemed to be a notice given by such party on the grounds of this Agreementthe Executive’s retirement and upon giving such notice, the Executive shall be deemed to have retired and qualified for retirement treatment for purposes of all plans, policies, programs, arrangements of, or other agreements with, the Company or any Group Company. If such notice is given by the Agreement is not terminated Company, the termination of the Term of Employment shall be treated, for purposes of section 409A of the U.S. Internal Revenue Code (the “Code”) and the regulations, rulings, notices and other guidance issued by the Internal Revenue Service (“IRS”) thereunder or interpreting same (collectively, “Code section 409A”), as an involuntary separation from service, with respect to any amounts that become payable to the Executive upon such termination hereunder, or under any other plan, policy, program arrangement of, or other agreement with, the Company or any Group Company and that are treated as deferred compensation for purposes of Code section 409A. In the event of any termination of the Term of Employment, save as provided in clauses 3.2, 15.4, 15.5, 15.6 and 19 below, the Executive will have no entitlement to any further payments from the Company hereunder and he hereby irrevocably waives any entitlement to notice or pay and/or benefits in lieu of any period of notice. Nothing in this clause 3.1 shall prejudice the Company’s right to terminate the Term of Employment hereunder pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:clause 15.1 hereof.

Term of Employment. This Agreement shall terminate on March 31The Company hereby employs the Executive as the President and Chief Executive Officer of the Company, 2012 if either party shall have given and the other no less than sixty Executive hereby accepts such employment by the Company, for a period (60) days advance notice of as such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement period may be extended, the “Term”) commencing on the Commencement Date and expiring on the first to occur of (a) the termination of the Executive’s employment pursuant to Article 6, and (b) March 20, 2009 (the “Termination Date”). Provided that if the Executive’s employment has not previously been terminated pursuant to Part VII of this Agreement. If Article 6, the Agreement is not terminated Executive’s employment pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall automatically renew automatically on one occasion for an additional two one (1) year term and for successive additional two years terms thereafter, period unless a Party furnishes notice either party notifies the other party in writing of such Party’s intention its desire not to renew by the Executive’s employment under this Agreement no later than sixty one-hundred twenty (60120) days prior to the expiration date Termination Date (a “Non-Renewal Notice”). If the Company delivers the Non-Renewal Notice and the Executive does not terminate his employment prior to the end of the current term of this AgreementTerm, any then such notice non-renewal shall be deemed to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, a termination by the Company of the Executive’s employment without Cause (as defined below) as of immediately prior to the expiration of any current termthe Term, Employee and Section 6.2 shall be paid all accrued salary, vacation govern such termination. If the Executive delivers the Non-Renewal Notice and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employerthe Company does not terminate the Executive’s policies and this Agreement or which are provided to Employer employment prior to the Separation Date end of the Term, then such non-renewal shall be deemed to be a termination by the Executive of his employment without Good Reason (as defined below) as of immediately prior to the expiration of the Term, and Section 6.4 shall govern such termination. If the Term has been automatically extended for the additional one year period as set forth above and thereafter the Term of this Agreement expires by its terms at the end of the Term without the Company having proffered a new employment agreement to the Executive to extend his term of employment upon terms and conditions at least as favorable to the Executive as the most favorable he received under this Agreement during the Term (including salary, bonus opportunity and benefits as well as authority, functions, services, duties, rights and privileges as or commensurate with the Executive’s position as the President and Chief Executive Officer as set forth herein), then upon execution by the Executive and delivery to the Company of a release in favor of the Company which is not revoked by its terms (which release shall be substantially in the form attached as Exhibit A) the Company shall pay to the Executive a severance payment equal to two (2) times the Executive’s highest annual Base Salary during the Term and shall continue to provide for twelve (12) months following such expiration all benefits that were non-taxable while the Executive was employed by the Company (or if not allowable under the Company’s then existing policies their substantial equivalents) in accordance with Employer’s policies and this Agreement. In addition Article 4, except that the Company shall not be required to provide such benefits to the foregoing amountsextent that, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment onduring such twelve (12) month period, the expiration Executive receives substantially similar (or better, from the Executive’s perspective) benefits from a new employer. The Executive shall inform the Company of any other benefits the then current term of this Agreement (which shall be Executive is receiving where the Separation Date), Company would have a right to reduce the Employee will be entitled benefits it is providing to receipt of severance payments as set forth herein:the Executive.

Term of Employment. This Agreement shall terminate on March 31, 2012 if either party shall have given Subject to the other no less than sixty (60) days advance notice provisions of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII 6 of this Agreement, the Company and Executive agree that Executive shall be employed by the Company commencing on the later of (x) the date hereof and (y) the date of Executive’s choosing following the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of July 12, 2011, by and among Kinetic Concepts, Inc., a Texas corporation, Chiron Holdings, Inc., a Delaware corporation, and Chiron Merger Sub, Inc., a Delaware corporation, with such commencement date expected to be by the middle of November, 2011, but in any event, not later than November 30, 2011 (the date that Executive commences employment with the Company as applicable, the “Commencement Date”) until the fourth anniversary of the Commencement Date (the “Employment Term”); provided that commencing with the fourth anniversary of the Commencement Date, and on each anniversary thereof thereafter (each an “Extension Date”), the Employment Term shall be automatically extended for an additional one year period, unless the Company or Executive provides the other party hereto six (6) months prior written notice before the next Extension Date that the Employment Term shall not be so extended. Unless this Agreement has been sooner terminated or extended, Executive and the Company shall begin discussions for the purposes of extension or nonrenewal of this Agreement no later than seven (7) months prior to the next Extension Date. If the Agreement is not terminated pursuant parties are amenable to Part VII an extension of this Agreement or pursuant Agreement, they shall use their best efforts to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless complete a Party furnishes notice of such Party’s intention not to renew new agreement by no later than sixty six (606) days months prior to the expiration date of next Extension Date. While this Agreement is in effect, Executive's employment with the current term of this AgreementCompany shall be at-will and, as such, may be terminated by Executive or the Company at any such time, for any reason and with or without advance notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement(except as specifically provided herein), prior subject to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as Company's obligations set forth herein:.

Term of Employment. This The Corporation hereby employs the Employee, and the Employee hereby accepts employment with the Corporation, for a period commencing as of March 10, 2000 and continuing from month to month thereafter until terminated as provided in this Section (1). The Corporation may terminate the employment of the Employee under this Employment Agreement at any time after September 10, 2000 by giving written notice to the Employee stating its election to terminate the employment of the Employee under this Employment Agreement. The employment of the Employee under this Employment Agreement shall terminate on March 31, 2012 if either party shall have given six (6) months after the other no less than sixty (60) days advance notice date of receipt by the Employee of such termination in accordance with Section 11.01. Notwithstanding notice; provided, however, that the foregoing, employment of the Employee under this Agreement may be terminated pursuant to Part VII of this Agreement. If the Employment Agreement is not terminated pursuant subject to Part VII of prior termination as hereinafter provided in Section (5). The Employee may terminate his employment with the Corporation under this Employment Agreement or pursuant at any time after September 10, 2000 by giving written notice to the first sentence of Corporation stating his election to terminate his employment under this Section 2.02Employment Agreement, at provided, however, that the conclusion employment of the initial thirty-Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5). The employment of the employee under this Employment Agreement shall terminate between twelve (12) and six (366) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice months after the date of receipt by the Corporation of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:below: IF NOTICE IS RECEIVED BY THE DATE OF TERMINATION OF CORPORATION: EMPLOYMENT OF EMPLOYEE: -------------------------------- -------------------------------------- Between September 10, 2000 Twelve (12) months after date of receipt and October 9, 2000 of written notice by Corporation Between October 10, 2000 and Eleven (11) months after date of receipt November 9, 2000 of written notice by Corporation. Between November 10, 2000 and Ten (10) months after date of receipt of December 9, 2000 written notice by Corporation Between December 10, 2000 and Nine (9) months after date of receipt of January 9, 2001 written notice by Corporation Between January 10, 2001 and Eight (8) months after date of receipt of February 9, 2001 written notice by Corporation Between February 10, 200l and Seven (7) months after date of receipt of March 9, 2001. written notice by Corporation Anytime on or after March 10, 2001 Six (6) months after date of receipt of written notice by Corporation

Term of Employment. (a) The initial term of the Officer's employment under this Agreement shall be deemed to have commenced on the date of this Agreement and shall continue until March 1, 2001. This Agreement shall terminate be renewed automatically for one additional year on March 311, 2012 if either party shall have given 1999, and on each March 1 thereafter, unless (a) the other no less than sixty 2 Officer or the Bank gives contrary written notice to the other, at least 10 days prior to any such renewal date, or (60b) days advance notice of such termination this Agreement has been otherwise terminated in accordance with Section 11.01its provisions. Notwithstanding During each calendar year of the foregoing, term of this Agreement may be terminated beginning with 1999 (unless notice of non-renewal of this Agreement shall have previously been given by the Bank or the Officer pursuant to Part VII the immediately preceding sentence), the Board of Directors of the Bank shall, no later than the last day in such year on which the Bank may give the Officer notice of non-renewal pursuant to the immediately preceding sentence, review and determine whether the Bank shall give the Officer notice of non-renewal with respect to the March 1 renewal date in such year; provided, however, that nothing in this sentence shall be construed as limiting the Bank's ability to give notice of non-renewal pursuant to the immediately preceding sentence at any other time. A determination by the Board of Directors of the Bank in any year that the Bank shall not give notice of non-renewal with respect to the March 1 renewal date in such year shall be deemed to be the Board's approval of the renewal of this Agreement on such renewal date. Except as otherwise provided in Sections 8(e) and 11(c)(v) of this Agreement. If , neither the Agreement is not terminated giving of notice of non-renewal pursuant to Part VII clause (a) of this Agreement or pursuant to the first second sentence of this Section 2.022(a), at nor the conclusion subsequent expiration of the initial thirty-six (36) month term, Term of this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless as a Party furnishes notice result of the giving of such Party’s intention not notice, shall be deemed to renew by no later than sixty (60) days prior to the expiration date be a termination of the current term of Officer's employment under this Agreement. (As used in this Agreement, (i) "Term" shall mean the initial term and any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current renewal term of this Agreement and (which ii) "remaining Term" shall be mean the Separation Date), balance of the Employee will be entitled Term in effect at a specified time without regard to receipt of severance payments as set forth herein:potential future renewals under

Term of Employment. This Agreement shall terminate Effective as of the Date of Hire, the Company agrees to employ Employee, and Employee accepts employment by the Company, for the period commencing on March 31the Date of Hire and ending on the first anniversary of the Date of Hire (the "Initial Term"), 2012 if either party shall have given the other no less than sixty (60) days advance notice of such subject to earlier termination as hereinafter set forth in Article III. Unless earlier terminated in accordance with Section 11.01. Notwithstanding Article III, following the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion expiration of the initial thirty-six (36) month termInitial Term, this Agreement shall renew be automatically for an additional two year term and renewed for successive additional two years terms thereafterone-year periods (collectively, unless the "Renewal Terms"; individually, a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60"Renewal Term") unless, at least 90 days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement Initial Term or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term Renewal Term, either party provides the other with a written notice of intention not to renew, in which case the Employee's employment with the Company, and the Company's obligations hereunder, shall terminate as of the end of the Initial Term or said Renewal Term, as applicable, provided however that Employee shall agree to continue his employment hereunder at the option of the Company for a period of 6 months following written notice by either party of intention to terminate or not to renew (other than any such written notice given within 90 days following a Change in Control). Except as otherwise expressly provided herein, the terms of this Agreement (which during any Renewal Term shall be the Separation Date)same as the terms in effect immediately prior to such renewal, subject to any such changes or modifications as mutually may be agreed between the Employee will parties as evidenced in a written instrument signed by both the Company and Employee. As used herein, "Change in Control" shall mean a change in the ownership of the Company, such that more than 50% of the equity securities of the Company are acquired by any person or group (as such terms are defined for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that does not own common stock of the Company on the Date of Hire; provided, however, no Change in Control shall be entitled deemed to receipt occur if such Change in Control is effected pursuant to any internal reorganization of severance payments as set forth herein:the Company (including, by way of example, establishment of a new holding company for the Company) that does not result in a change of more than 50% of the ultimate equity ownership of the Company.

Term of Employment. This Executive’s initial term of employment with the Company under the Agreement shall terminate on March 31be for the period from the Effective Date through ______________ (the “Initial Term of Employment”). Thereafter, 2012 if either party the Initial Term of Employment shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion of the initial thirty-six (36) month term, this Agreement shall renew automatically extended repetitively for an additional two one-year term period commencing on _____________, and for successive additional two years terms thereaftereach anniversary thereof, unless a notice is given by either the Company or Executive to the other Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) at least 90 days prior to the expiration end of the Initial Term of Employment, or any one-year extension thereof, as applicable, that the term of employment will not be renewed. The Initial Term of Employment and any extension of the Initial Term of Employment hereunder shall each be referred to herein as a “Term of Employment.” The Term of Employment shall also be extended upon a Change in Control as provided in Section 7, but shall not thereafter be extended under this Section 4. The Term of Employment shall automatically end in the event of the death or Disability of Executive. The Company and Executive shall each have the right to give Notice of Termination (pursuant to Section 8) at will, with or without cause, at any time, subject however to the terms and conditions of the Agreement regarding the rights and duties of the Parties upon termination of employment. The period from the Effective Date through the earlier of the date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with EmployerExecutive’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, for whatever reason or the expiration end of the then current term Term of this Agreement (which Employment shall be referred to herein as the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:“Employment Period.”

Term of Employment. This Agreement shall terminate on March 31The Company hereby agrees to employ the Executive and the Executive hereby agrees to continue to serve the Company, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoingterms and conditions set forth herein, this Agreement may be terminated pursuant to Part VII for an initial period of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02three (3) years, at the conclusion commencing as of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term Effective Date of this Agreement, as indicated above; subject, however, to earlier termination as expressly provided in Section 6 herein. The initial three (3) year Employment Term (as defined below) of this Agreement shall be extended automatically for one (1) additional month beginning with the first day of the eleventh (11th) month of the initial three (3) year term, and on the first day of each month thereafter the Employment Term of this Agreement automatically shall be extended one additional month; provided, however, either party may give the other party written notice that, beginning with the first of the month that is at ninety (90) days after the date of the notice, the Employment Term shall cease to be extended with respect to any termination of the Executive's employment other than a termination occurring during the Window Period (as defined in Section 6.7 herein). In the event such notice of intent not to be given in accordance with Section 11.01. If Employer elects to not renew is properly delivered by either party, then the Employment Term of this Agreement, prior to along with all corresponding rights, duties, and covenants with respect thereto, shall automatically expire ninety (90) days following the expiration end of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to later of the foregoing amountsinitial three- year Employment Term or, if Employer elects to not renew this Agreement applicable, the extended Employment Term then in accordance with this sectioneffect; provided, and subject to Employee’s continued employment throughhowever, and that notwithstanding the termination of employment on, the Employment Term (i) the provisions contained in Section 8 herein shall survive such expiration of and (ii) the then current term provisions and protections of this Agreement concerning a Change in Control of the Company (which shall be the Separation Dateas defined in Section 7 herein), including, without limitation, a Change in Control that occurs after the Employee will termination of the Employment Term, shall continue without interruption or change. This Agreement provides (x) for the employment of the Executive for an initial fixed term, which may be entitled extended, (such term, as it may be extended, is referred to receipt herein as the "Employment Term"), and (y) separately, whether or not the Employment Term has expired before a Change in Control of severance payments the Company occurs, for Change in Control employment protection for the Executive for as set forth herein:long as the Executive remains an employee of the Company (or any parent or subsidiary), and also with respect to certain terminations of the Executive's employment occurring during the Window Period prior to a Change in Control. Further, notwithstanding anything in this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or the Executive's beneficiaries) that have arisen (contingently or otherwise) under this Agreement on or prior to such termination.

Term of Employment. This Agreement Subject to the provisions of Section 7 of this Agreement, Executive shall terminate be employed by the Employer for a period commencing on March 31the Effective Date and ending on the third anniversary of the Effective Date (the "Term") on the terms and subject to the conditions set forth in this Agreement; provided, 2012 if either however, that commencing with the third anniversary of the Effective Date and on each anniversary thereof (each an "Extension Date"), the Term shall be automatically extended for an additional one-year period, unless the Employer or Executive provides the other party hereto 60 days prior written notice before the next Extension Date that the Term shall not be so extended. For purposes of this Agreement, "Employment Term" shall mean the period of time that Executive is employed hereunder during the Term. Position. During the Employment Term, Executive shall serve as President, Co-Chief Executive Officer, Chief Investment Officer and Director and shall serve as an officer of the Partnership. In such positions, Executive shall have given the authority commensurate with such positions and such duties, commensurate with such positions, as shall be determined from time to time by the Partnership and the Board and Executive shall report directly to the Board. During the Employment Term, Executive will devote Executive's full business time and best efforts to the performance of Executive's duties hereunder and will not engage in any other no less than sixty (60) days advance notice business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such termination services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive's personal investments, (y) from continuing to serve on any board of directors, or as trustee, of any business corporation or any charitable organization on which Executive serves as of the Effective Date and which have been previously disclosed to the Employer and serving on the boards of directors of any portfolio companies of investment funds managed by the Partnership or its affiliates; and (z) subject to the prior approval of the Board (which shall not be unreasonably withheld), from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in accordance each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of Executive's duties hereunder or conflict with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII 8 of this Agreement. If The parties hereby acknowledge that, while Executive is employed hereunder by both the Agreement Partnership and the Company, it is not terminated pursuant anticipated that all of Executive's business time and effort will be devoted to Part VII services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of this Agreement or pursuant to time and effort expended by the first sentence Executive for the Company and Partnership, respectively, all of this Section 2.02, at the conclusion Executive's compensation hereunder shall be allocated as compensation for work performed on behalf of the initial thirty-six (36) month term, this Agreement shall renew automatically for an additional two year term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Party’s intention not to renew by no later than sixty (60) days prior to the expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:Partnership.

Term of Employment. This Agreement shall terminate on March 31Subject to the provisions for termination hereinafter set forth in Article III, 2012 if either party shall have given the other no less than sixty (60) days advance notice of such termination in accordance with Section 11.01. Notwithstanding the foregoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII term of this Agreement or pursuant to the first sentence of this Section 2.02, at the conclusion and performance of the initial thirty-six Employee’s services shall commence on November ___, 2005 (36the “Effective Date”), and shall continue for a period of three (3) month termyears thereafter (“Initial Term”) unless sooner terminated as provided herein. Following the Initial Term, this Agreement shall renew automatically for an additional two year the Company’s Board of Directors has the option to extend the term and for successive additional two years terms thereafter, unless a Party furnishes notice of such Partythe Employee’s intention not to renew by no later than sixty employment (60the “First Option”). At least thirty (30) days prior to the expiration date conclusion of the current Initial Term, the Company’s Board of Directors shall notify the Employee in writing as to whether it intends to exercise the First Option. The Employee shall notify the Company in writing within fifteen (15) days thereafter whether he wishes to accept the First Option. In the event the Company’s Board of Directors elects to exercise the First Option and the Employee agrees to the First Option, the Employee shall provide and perform the services and duties described in Section 1.1 herein for a period of three (3) years thereafter (the “First Option Term”). The Employee’s employment during the First Option Term is subject to the provisions for termination hereinafter set forth in Article III. Following the First Option Term, the Company’s Board of Directors has the option to extend the term of the Employee’s employment (the “Second Option”). At least thirty (30) days prior to the conclusion of the First Option Term, the Company’s Board of Directors shall notify the Employee in writing as to whether it intends to exercise the Second Option. The Employee shall notify the Company in writing within fifteen (15) days thereafter whether he wishes to accept the Second Option. In the event the Company’s Board of Directors elects to exercise the Second Option and the Employee agrees to the Second Option, the Employee shall provide and perform the services and duties described in Section 1.1 herein for a period of three (3) years thereafter (the “Second Option Term”). The Employee’s employment during the Second Option Term is subject to the provisions for termination hereinafter set forth in Article III. Following the Second Option Term, or if any of the options following the Initial Term are not exercised by the Company or agreed to by the Employee as provided herein, this Agreement (except those covenants, restrictions, and obligations which expressly survive the termination of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to ) shall expire and the expiration performance of any current term, Employee the Employee’s services shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this sectioncontinue on an at-will basis, and subject either party shall have the right to terminate the Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement for any reason at any time upon thirty (which shall be the Separation Date), the Employee will be entitled to receipt of severance payments as set forth herein:30) days’ prior written notice.