Common use of Termination and Severance Clause in Contracts

Termination and Severance. This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made two, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activity.

Termination and Severance. This position is The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for no set a period of 90 consecutive days or for a total of 120 days in any two-year period or term your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of termination of the Employment Period pursuant to clauses (iii) or (iv) above and just so long as you have comply with the right to resign your position at any timerestrictions set forth in paragraphs 5 and 6 below, for any reason, QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates shall continue to pay your employment without cause within twelve (12) months after base salary for two years following the date of such termination. Except as set forth in this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” belowparagraph 4, you will become shall not be entitled to severance pay equal any compensation or other payment from any current or future member, or affiliate of any such member, of the SMTC Group in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments connection with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made two, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreementAgreement, termination “for cause” (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the Company’s termination of your employment for any lawful directives of the following reasons: Board, (1ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties breach of your job this Agreement that is not cured within 30 days after a written demand for such performance is delivered notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company that identifies the manner in which by you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; or (2ii) a material breach by reduction in your responsibilities and authority such that you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations no longer function as a director or officer Vice President of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your positionprovided however, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between if you and do not terminate within 30 days after the Company after has provided you notice of any such reduction in responsibilities, then you shall be deemed to have been provided a reasonable opportunity waived your right to refrain from that activityterminate for Good Reason based on such reduction.

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) thirty (30) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability (as defined below), (iv) a vote of the Board directing such termination for no set Cause, (v) a vote of the Board directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within six (6) months prior to any termination by you for Good Reason or term and just as by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to resign receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your position at election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any timesuch required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with the termination of your employment at any timehereunder. In addition to the Severance Benefit, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” belowin which the Severance Benefit is payable, you will become entitled shall also remain eligible to severance pay equal in receive group health insurance benefits under the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days Company’s benefit plans for one year following the termination of your employment and with the remaining Company so long as such benefit plans permit such continued participation (or for three payments to be made two, four and six months years following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as in the event that the enhanced Severance Benefits are payable in connection with a director or officer Change in Control pursuant to the third sentence of the Companyfirst paragraph of this Section 5) (the “Termination Benefit”). Notwithstanding the Severance Benefit payment schedule described above, (3) if necessary to comply with Section 409A of the Code, during the first six months after your failure to follow termination, your Severance Benefits will accrue and become payable in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity lump sum payment on your part that creates a material conflict the second day of interest between you and the Company seventh month after you have been provided a reasonable opportunity to refrain from that activitytermination.

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for no set Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the "SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, or in the event that the Company elects not to extend the Employment Period upon the expiration thereof, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company's regular payroll practices over the twelve (12) month period immediately following such termination (the "SEVERANCE BENEFIT"). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company's regular payroll practices over the twelve (12) month period immediately following such termination, SOLELY in a circumstance in which there has occurred a Change of Control (as defined in the Shareholders Agreement among the Company and its shareholders dated as of even date herewith (the "SHAREHOLDERS AGREEMENT")) within three (3) months prior to such termination. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or term and just as together with other payments (or the value of other benefits) which you have the right to resign receive from the Company in connection with a change of control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), the Severance Benefit (or, at your position at election, such other payments and/or benefits, or a combination of such other payments and/or benefits and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any timesuch required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company's auditors prior to the change in control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with the termination of your employment at any timehereunder. In addition to the Severance Benefit, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling in which the Severance Benefit is payable, you shall also remain eligible to severance and accelerated vesting receive benefits under “the Company's benefit plans for one year (or, in the event that the enhanced Severance Benefit is payable in connection with a Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days three years) following the termination of your employment and with the remaining three payments Company. In the case of benefit plans that do not permit such continued participation, in lieu thereof you shall be entitled to be made two, four and six months following the date that receive a cash payment from the Company terminates your employment. All such payments will be subject sufficient to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require enable you to sign a written release in a form acceptable to purchase comparable benefits for the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activityperiod.

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) thirty (30) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for no set Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or term and just as by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to resign receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your position at election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any timesuch required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with the termination of your employment at any timehereunder. In addition to the Severance Benefit, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” belowin which the Severance Benefit is payable, you will become entitled shall also remain eligible to severance pay equal in receive group health insurance benefits under the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days Company’s benefit plans for one year following the termination of your employment and with the remaining Company so long as such benefit plans permit such continued participation (or for three payments to be made two, four and six months years following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as in the event that the enhanced Severance Benefits are payable in connection with a director or officer Change in Control pursuant to the third sentence of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (first paragraph of this Section 5) any unauthorized activity on your part that creates a material conflict of interest between you and (the Company after you have been provided a reasonable opportunity to refrain from that activity“Termination Benefit”).

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such ninety (90) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for no set Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or term and just as by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to resign receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Code, the Severance Benefit (or, at your position at election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any timesuch required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with the termination of your employment at any timehereunder. In addition to the Severance Benefit, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” belowin which the Severance Benefit is payable, you will become entitled shall also remain eligible to severance pay equal in receive group health insurance benefits under the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days Company’s benefit plans for one year following the termination of your employment and with the remaining Company so long as such benefit plans permit such continued participation (or for three payments to be made two, four and six months years following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as in the event that the enhanced Severance Benefits are payable in connection with a director or officer Change in Control pursuant to the third sentence of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (first paragraph of this Section 5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activity).

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such ninety (90) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for no set Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or term and just as by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to resign receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your position at election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any timesuch required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with the termination of your employment at any timehereunder. In addition to the Severance Benefit, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” belowin which the Severance Benefit is payable, you will become entitled shall also remain eligible to severance pay equal in receive group health insurance benefits under the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days Company’s benefit plans for one year following the termination of your employment and with the remaining Company so long as such benefit plans permit such continued participation (or for three payments to be made two, four and six months years following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as in the event that the enhanced Severance Benefits are payable in connection with a director or officer Change in Control pursuant to the third sentence of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (first paragraph of this Section 5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activity).

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such ninety (90) day period if requexxxx, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for no set Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or term and just as by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to resign receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your position at election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any timesuch required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with the termination of your employment at any timehereunder. In addition to the Severance Benefit, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” belowin which the Severance Benefit is payable, you will become entitled shall also remain eligible to severance pay equal in receive group health insurance benefits under the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days Company’s benefit plans for one year following the termination of your employment and with the remaining Company so long as such benefit plans permit such continued participation (or for three payments to be made two, four and six months years following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as in the event that the enhanced Severance Benefits are payable in connection with a director or officer Change in Control pursuant to the third sentence of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (first paragraph of this Section 5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activity).

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason during the Employment Period or following a Change in Control (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of Holdings or the Subsidiary directing such termination for no Cause, (v) a vote of the Board of Holdings or the Subsidiary directing such termination without Cause, or (vi) the second anniversary of the Effective Date (the "Scheduled Expiration Date"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall concurrently with such termination make a lump-sum payment to you equal to the sum of (x) one times your Annual Base Salary plus (y) in the event such termination occurs on or after December 31, 1999, one times your most recent annual bonus payment, if any, paid pursuant to Section 2 hereof. In addition, you shall be entitled to reimbursement of the cost of continuing your health insurance coverage under COBRA for the twelve (12) month period following such a termination. Except as otherwise set period forth in this paragraph 4 or term and just as pursuant to the terms of employee benefit plans in which you have participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the right to resign your position at any time, for any reason, QRS reserves the right to terminate Company in connection with termination of your employment at any timehereunder; however, with or without good cause, with or without advance notice. If in the event that the Company terminates your employment without cause within shall give you notice of its intention not to extend the Employment Period, you shall receive twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at Annual Base Salary, as well as reimbursement for the level in effect at the time cost of continuing your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made twohealth insurance coverage under COBRA for such period, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any lump sum within thirty (30) days of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer expiration of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activitythen Employment Period.

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for no set Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the "SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, or in the event that the Company elects not to extend the Employment Period upon the expiration thereof, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company's regular payroll practices over the twelve (12) month period immediately following such termination (the "SEVERANCE BENEFIT"). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company's regular payroll practices over the twelve (12) month period immediately following such termination, SOLELY in a circumstance in which there has occurred a Change of Control (as defined in the Shareholders Agreement among the Company and its shareholders dated as of even date herewith (the "SHAREHOLDERS AGREEMENT")) within three (3) months prior to such termination. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or term and just as together with other payments (or the value of other benefits) which you have the right to resign receive from the Company in connection with a change of control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), the Severance Benefit (or, at your position at election, such other payments and/or benefits, or a combination of such other payments and/or benefits and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any timesuch required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company's auditors prior to the change in control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 6 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with the termination of your employment at any timehereunder. In addition to the Severance Benefit, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling in which the Severance Benefit is payable, you shall also remain eligible to severance and accelerated vesting receive benefits under “the Company's benefit plans for one year (or, in the event that the enhanced Severance Benefit is payable in connection with a Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days three years) following the termination of your employment and with the remaining three payments Company. In the case of benefit plans that do not permit such continued participation, in lieu thereof you shall be entitled to be made two, four and six months following the date that receive a cash payment from the Company terminates your employment. All such payments will be subject sufficient to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require enable you to sign a written release in a form acceptable to purchase comparable benefits for the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activityperiod.

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for no set Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one- year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination, solely in a circumstance in which there has occurred a Change of Control (as defined in the Option Agreement between the parties) within three (3) months prior to such termination. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or term and just as together with other payments (or the value of other benefits) which you have the right to resign receive from the Company in connection with a change of control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your position at election, such other payments and/or benefits, or a combination of such other payments and/or benefits and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any timesuch required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the change in control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 3, you shall not be entitled to any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with the termination or expiration of your employment at any timehereunder. In addition to the Severance Benefit, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” belowin which the Severance Benefit is payable, you will become entitled shall also remain eligible to severance pay equal in receive benefits under the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days Company’s benefit plans for one year following the termination of your employment and with the remaining three payments Company. In the case of benefit plans that do not permit such continued participation, in lieu thereof you shall be entitled to be made two, four and six months following the date that receive a cash payment from the Company terminates your employment. All such payments will be subject sufficient to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require enable you to sign a written release in a form acceptable to purchase comparable benefits for the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activityperiod.

Termination and Severance. This position is The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for no set a period of 90 consecutive days or for a total of 120 days in any two-year period or term your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you for Good Reason (which termination shall in any event be upon not less than 30 days' prior written notice). In the event of termination of the Employment Period pursuant to clauses (iii) or (iv) above and just so long as you have comply with the right to resign your position at any timerestrictions set forth in paragraphs 5 and 6 below, for any reason, QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates shall continue to pay your employment without cause within twelve (12) months after Base Salary until the date which is one year following the date of such termination or until December 31, 2001, whichever is later. Except as set forth in this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” belowparagraph 4, you will become shall not be entitled to severance pay equal any compensation or other payment from the Company or any current or future member, or affiliate of any such member, of the SMTC Group in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments connection with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made two, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreementAgreement, termination “for cause” (x) "Cause" shall mean (i) your willful and repeated failure to comply with the Company’s termination of your employment for any lawful directives of the following reasons: Board, (1ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties breach of your job this Agreement that is not cured within 30 days after a written demand for such performance is delivered notice thereof to you by the Company (provided, however, that identifies the manner Company shall be required to allow only one such cure period in which each twelve-month period), and (y) "Good Reason" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; or (2ii) a material breach by reduction in your responsibilities and authority such that you of your obligations under any confidential or proprietary information agreements with no longer function as Executive Vice President, Pensar Corporation, provided however, that if you do not terminate within 30 days after the Company or has provided you notice of any of such reduction in responsibilities (provided, however, that the Employee shall be required to allow only one such cure period in each twelve-month period), then you shall be deemed to have waived your fiduciary or legal obligations as a director or officer of the Companyright to terminate for Good Reason based on such reduction. Pensar Employee Employment Agreement July 27, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activity.2000

Termination and Severance. This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made two, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Technology Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m on your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activity.

Termination and Severance. This position is for no set period or term and just as The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Xxxx Reason during the Employment Period or following a Change in Control (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of ALEC directing such termination for Cause, (v) a vote of the Board of ALEC directing such termination without Cause, or (vi) the second anniversary of the Effective Date (the "Scheduled Expiration Date"); provided, however, that if termination of employment without cause within has not been effected on or before the Scheduled Expiration Date, employment shall thereafter continue at will ("At-will Period"). In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall concurrently with such termination make a lump-sum payment to you equal to the sum of (x) one times your Annual Base Salary plus (y) in the event such termination occurs on or after December 31, 1999, one times your most recent annual bonus payment, if any, paid pursuant to paragraph 2 hereof. In addition, you shall be entitled to reimbursement of the cost of continuing your health insurance coverage under COBRA for the twelve (12) months after month period following such a termination. Except as otherwise set forth in this paragraph 4 or pursuant to the date terms of this letter under circumstances not entitling employee benefit plans in which you participate pursuant to severance and accelerated vesting under “Change of Control” belowparagraph 3, you will become shall not be entitled to severance pay equal any compensation or other payment from the Company in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments connection with the first payment occurring within ten days following the termination of your employment and hereunder. However, in the remaining three payments event you elect to be made tworesign effective as of the Scheduled Expiration Date, four and six months following after having given not less than thirty (30) days written notice, or, if after you successfully meet the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for Implementation Timelines set forth in Schedule A you resign upon ninety (90) days written notice, you shall receive six (6) months of your Annual Base Salary, as well as reimbursement for the cost of continuing your health insurance coverage under COBRA for such period, in a lump sum within thirty (30) days after your termination from employment. If you elect to relocate to the lower 48 states in connection with such voluntary resignation, or following your termination. You shall receive no severance benefits under this paragraph if a termination of employment pursuant to clause (ii) or (v), the Company terminates your employment will also provide for cause or you voluntarily resign your position. As a condition relocation of receiving the severance benefits personal and household goods, subject to applicable limits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President 's relocation policy, and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period travel for you to cure those deficiencies; (2) a material breach by you of and your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable household to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and new residence in the Company after you have been provided a reasonable opportunity to refrain from that activitylower 48 states.

Termination and Severance. This position In the event your employment hereunder is terminated (i) by the Company for no set period Cause (defined below) or term and just as (ii) by you have the right to resign your position at any time, for any reasonreason other than Good Reason (defined below), QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates shall have no further obligations to you except that you will be entitled to receive (x) any accrued but unpaid salary through your employment without cause within twelve termination date and (12y) months after any expense reimbursements owed you through the date of this letter under circumstances termination. In the event your employment hereunder is terminated (i) by the Company other than for Cause (including your death or Disability (defined below)), (ii) by you for Good Reason or (iii) automatically as a result of the Company's providing notice to you that automatic extension of the Employment Period shall not entitling occur, you will be entitled to receive severance and accelerated vesting under “compensation equal to two (2) times your Base Salary in effect on the termination date, payable in arrears, in twenty-four (24) equal monthly installments commencing at the end of the calendar month in which the termination date occurs; PROVIDED, HOWEVER, that (A) in the event your employment should be terminated by the Company other than for Cause (including your death or Disability) within six months following a Change of Control (defined below) or in anticipation of a Change of Control” below, you will become entitled the severance compensation referred to severance pay equal above shall be paid in one lump sum on the date of such termination, and (B) in the aggregate to six months event your employment should be terminated by the Company as a result of your total annual targeted Disability, then the severance compensation at referred to above shall be reduced by the level in effect at amount of any disability insurance proceeds actually paid to you or for your benefit during the said time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made two, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your positionperiod. As a condition of receiving the severance benefits set forth used in this paragraphAgreement, the Company may require term "Cause" shall mean (i) the willful and continued failure by you to sign a written release substantially perform your duties hereunder (other than any such willful or continued failure resulting from your incapacity due to physical or mental illness or physical injury), (ii) the willful engaging by you in a form acceptable misconduct which is materially injurious to the Company Company, monetarily or otherwise, (iii) your conviction of any known and unknown claims a felony by you against a court of competent jurisdiction, (iv) the Company arising out material breach of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Companyprovisions hereof, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activity.or

Termination and Severance. This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made twothree, four six and six nine months following the date that the Company terminates your employment. In addition, you shall be entitled to receive at the time of your termination the pro-rata amount (based upon the length of your employment during the fiscal year) of your annual target incentive compensation calculated at 100% of your target incentive for the period of your service during the fiscal year. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) 12 months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice CEO, President and Chief Financial Officer or member of the Board of Directors the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m on your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activity.

Termination and Severance. This position In the event your employment hereunder is terminated (i) by the Company for no set period Cause (defined below) or term and just as (ii) by you have the right to resign your position at any time, for any reasonreason other than Good Reason (defined below), QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates shall have no further obligations to you except that you will be entitled to receive (x) any accrued but unpaid salary through your employment without cause within twelve termination date and (12y) months after any expense reimbursements owed you through the date of this letter under circumstances termination. In the event your employment hereunder is terminated (i) by the Company other than for Cause (including your death or Disability (defined below)), (ii) by you for Good Reason or (iii) automatically as a result of the Company's providing notice to you that automatic extension of the Employment Period shall not entitling occur, you will be entitled to receive severance and accelerated vesting under “compensation equal to two (2) times your Base Salary in effect on the termination date, payable in arrears, in twenty-four (24) equal monthly installments commencing at the end of the calendar month in which the termination date occurs; PROVIDED, HOWEVER, that (A) in the event your employment should be terminated by the Company other than for Cause (including your death or Disability) within six months following a Change of Control (defined below) or in anticipation of a Change of Control” below, you will become entitled the severance compensation referred to severance pay equal above shall be paid in one lump sum on the date of such termination, and (B) in the aggregate to six months event your employment should be terminated by the Company as a result of your total annual targeted Disability, then the severance compensation at referred to above shall be reduced by the level in effect at amount of any disability insurance proceeds actually paid to you or for your benefit during the said time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made two, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your positionperiod. As used in this Agreement, the term "Cause" shall mean (i) the willful and continued failure by you to substantially perform your duties hereunder (other than any such willful or continued failure resulting from your incapacity due to physical or mental illness or physical injury), (ii) the willful engaging by you in misconduct which is materially injurious to the Company, monetarily or otherwise, (iii) your conviction of a condition felony by a court of receiving competent jurisdiction, (iv) the severance benefits material breach of any of the provisions hereof, or (v) the material violation of any of the Company's policies, rules or regulations from time to time in effect. As used in this Agreement, the term "Change of Control" shall have that meaning set forth in the Key Energy Group, Inc. 1997 Incentive Plan. As used in this paragraphAgreement, the Company may require term "Disability" means total and permanent disability rendering you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activity.unable

Termination and Severance. This position In the event your employment hereunder is terminated (i) by the Company for no set period Cause or term and just as (ii) by you have the right to resign your position at any time, for any reason, QRS reserves the right Company shall have no further obligations to terminate you except that you will be entitled to receive (x) any accrued but unpaid salary through your termination date and (y) any expense reimbursements owed you through the date of termination. In the event your employment at any time, with or without good cause, with or without advance notice. If hereunder is terminated (i) by the Company terminates other than for Cause (including your employment without cause within death or Disability) or (ii) automatically as a result of the Company's providing notice to you that automatic extension of the Employment Period shall not occur, you will be entitled to receive severance compensation equal to one (1) times your Base Salary in effect on the termination date, payable in arrears, in twelve (12) equal monthly installments commencing at the end of the calendar month in which the termination date occurs; provided, however, that (A) in the event your employment should be terminated by the Company other than for Cause within six months after following a Change in Control (defined below) or in anticipation of a Change in Control, the severance compensation referred to above shall be paid in one lump sum on the date of such termination, (B) in the event your employment should be terminated by the Company as a result of your Disability, then the severance compensation referred to above shall be reduced by the amount of any disability insurance proceeds actually paid to you or for your benefit during the said time period. As used in this letter under circumstances not entitling Agreement, the term "Cause" shall mean (i) the willful and continued failure by you to severance and accelerated vesting under “Change substantially perform your duties hereunder (other than any such willful or continued failure resulting from your incapacity due to physical or mental illness or physical injury), (ii) the willful engaging by you in misconduct which is injurious to the Company, monetarily or otherwise, (iii) your conviction of Control” belowa felony by a court of competent jurisdiction, (iv) the breach of any of the provisions hereof, or (v) the violation by you will become entitled of any of the Company's policies, rules or regulations from time to severance pay equal time in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made two, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your positioneffect. As a condition of receiving used in this Agreement, the severance benefits term "Change in Control" shall have that meaning set forth in the Key Energy Group, Inc. 1997 Incentive Plan. As used in this paragraphAgreement, the Company may require term "Disability" means total and permanent disability rendering you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure unable to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential and duties hereunder by reasons of physical or proprietary information agreements with the Company mental illness or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activityinjury.

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) forty-five (45) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such forty-five (45) day period if requested, but the Company may terminate your services sooner if it so elects, without any severance obligations hereunder), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for no set period Cause, (v) a vote of the Board of the Company directing such termination without Cause, or term (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least one hundred and just as twenty (120) days prior to the then-current Scheduled Expiration Date, either the Company or you have shall give written notice to the right other of an intention not to resign extend the Employment Period. In the event your position at any time, employment with the Company terminates for any reason, QRS reserves you will be entitled to (a) any unpaid Base Salary accrued up to the right to terminate effective date of termination, (b) unpaid, but earned and accrued Annual Bonus for any completed fiscal year that is unpaid as of the termination of your employment at any timeemployment, with or without good cause, with or without advance notice. If (c) pay for accrued but unused vacation that the Company terminates is legally obligated to pay you, (d) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to you, (e) unreimbursed business expenses required to be reimbursed to you, and (f) rights to indemnification you may have under the Company’s Articles of Incorporation, Bylaws, the Agreement or separate indemnification agreement, as applicable. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you (i) an amount equal to one hundred fifty percent (150%) of your employment without cause within twelve Annual Base Salary as in effect immediately prior to the termination of the Employment Period, (12ii) eighteen (18) months after accelerated vesting with respect to any outstanding, unvested Time Shares, and (iii) reimbursement for premiums paid for continued health benefits for you and your dependents under the Company’s health plans for eighteen (18) months. Such amounts provided for in this section shall be paid within thirty (30) days of the date of this letter such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to (i) two hundred ninety-nine percent (299%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, (ii) full vesting with respect to any outstanding, unvested Time Shares and Performance Shares, and (iii) reimbursement for premiums paid for continued health benefits for you and your dependents under circumstances not entitling the Company’s health plans for thirty-six (36) months with such amounts to be paid within thirty (30) days of the date of such termination, in each case solely in a circumstance in which there is a termination of your employment within three (3) months prior to or nine (9) months following the occurrence of a Change in Control either by the Company other than for Cause or by you to with Good Reason. In the event that the severance and accelerated vesting under other benefits provided for in Agreement (i) constitute “Change parachute payments” within the meaning of Control” belowSection 280G of the Code and (ii) but for this Section 5, you will become entitled would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then your severance pay equal benefits hereunder Section 5 shall be either (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the aggregate to six months receipt by you on an after-tax basis, of your total annual targeted compensation at the level greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and you otherwise agree in effect at the time of your termination. Such severance pay will writing, any determination required under this Section 5 shall be made in four equal installments writing in good faith by the accounting firm serving as the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”). In the event of a reduction in benefits hereunder, you shall be given the choice of which benefits to reduce. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. Except as otherwise set forth in this paragraph 5 or pursuant to the first terms of employee benefit plans in which you participate pursuant to paragraph 4, you shall not be entitled to any compensation or other payment occurring within ten days following from the Company in connection with the termination of your employment and the remaining three payments to be made two, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activityhereunder.

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason during the Employment Period or following a Change in Control (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of Holdings or the Subsidiary directing such termination for no Cause, (v) a vote of the Board of Holdings or the Subsidiary directing such termination without Cause, or (vi) the second anniversary of the Effective Date (the "Scheduled Expiration Date"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall concurrently with such termination make a lump-sum payment to you equal to the sum of (x) one times your Annual Base Salary plus (y) in the event such termination occurs on or after December 31, 1999, one times your most recent annual bonus payment paid pursuant to paragraph 2 hereof. In addition, you shall be entitled to reimbursement of the cost of continuing your health insurance coverage under COBRA for the twelve (12) month period following such a termination. Except as otherwise set period forth in this paragraph 4 or term and just as pursuant to the terms of employee benefit plans in which you have participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the right to resign your position at any time, for any reason, QRS reserves the right to terminate Company in connection with termination of your employment at any timehereunder; however, with or without good cause, with or without advance notice. If in the event that the Company terminates your employment without cause within shall give you notice of its intention not to extend the Employment Period, you shall receive twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at Annual Base Salary, as well as reimbursement for the level in effect at the time cost of continuing your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made twohealth insurance coverage under COBRA for such period, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any lump sum within thirty (30) days of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer expiration of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activitythen Employment Period.

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for no set Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the "SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, or in the event that the Company elects not to extend the Employment Period upon the expiration thereof, the Company shall pay to you an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company's regular payroll practices over the eighteen (18) month period immediately following such termination (the "SEVERANCE BENEFIT"). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to two hundred ninety-nine percent (299%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company's regular payroll practices over the thirty-six (36) month period immediately following such termination, SOLELY in a circumstance in which there has occurred a Change of Control (as defined in the Shareholders Agreement among the Company and its shareholders dated as of even date herewith (the "SHAREHOLDERS AGREEMENT")) within three (3) months prior to such termination. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or term and just as together with other payments (or the value of other benefits) which you have the right to resign receive from the Company in connection with a change of control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), the Severance Benefit (or, at your position at election, such other payments and/or benefits, or a combination of such other payments and/or benefits and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any timesuch required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company's auditors prior to the change in control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with the termination of your employment at any timehereunder. In addition to the Severance Benefit, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling in which the Severance Benefit is payable, you shall also remain eligible to severance and accelerated vesting receive benefits under “the Company's benefit plans for one year (or, in the event that the enhanced Severance Benefit is payable in connection with a Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days three years) following the termination of your employment and with the remaining three payments Company. In the case of benefit plans that do not permit such continued participation, in lieu thereof you shall be entitled to be made two, four and six months following the date that receive a cash payment from the Company terminates your employment. All such payments will be subject sufficient to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require enable you to sign a written release in a form acceptable to purchase comparable benefits for the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activityperiod.

Termination and Severance. This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves the right to The Employment Period shall terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with on the first payment occurring within ten to occur of (i) ninety (90) days following the termination of your employment and the remaining three payments to be made two, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or written notice by you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you against to the Company arising out of your employmentresignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), excluding any claims for indemnification against claims made by third parties(iii) your death or Disability, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any (iv) a vote of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties Board of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period directing such termination for you to cure those deficiencies; Cause, (2v) a material breach by you vote of your obligations under any confidential the Board of the Company directing such termination without Cause, or proprietary information agreements with (vi) the third (3rd) anniversary of the Effective Date (the "SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of any an intention not to extend the Employment Period. In the event of your fiduciary or legal obligations as a director or officer termination of the CompanyEmployment Period pursuant to clause (ii) or (v) above, (3) your failure or in the event that the Company elects not to follow in a material respect extend the Employment Period upon the expiration thereof, the Company policies or directives applicable shall pay to you an amount equal to your positionAnnual Base Salary as in effect immediately prior to the termination of the Employment Period, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and such amount to be paid periodically in accordance with the Company after you have been provided a reasonable opportunity to refrain from that activity.Company's regular payroll practices over the twelve

Termination and Severance. This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves Each party has the right to terminate your employment Nethxxxxxx'x xxxloyment with the Bank prior to the end of the Term Specified in paragraph 2 with or without cause at any time, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made two, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this Agreement, cause shall arise if (i) Nethxxxxxx xxxlfully breach or habitually neglect the duties which Nethxxxxxx xx required to perform under this Agreement, (ii) Nethxxxxxx xxxmits an intentional act that has a material detrimental effect on the reputation or business of the Bank, of (iii) Nethxxxxxx xx convicted of a felony or Nethxxxxxx xxxmits any such act of dishonesty, fraud, intentional misrepresentation or moral turpitude as would prevent effective performance of Nethxxxxxx'x xxxies under this Agreement. If the Bank decides to terminate Nethxxxxxx'x xxxloyment for cause, the Bank shall provide Nethxxxxxx xxxh notice specifying the grounds for termination, accompanied by a written statement stating the relevant facts supporting such grounds. Upon termination of Nethxxxxxx'x xxxloyment for cause, Nethxxxxxx xxall not be entitled to any further amounts except for the Base Salary earned through Nethxxxxxx'x xxxt day of employment. If the Bank terminates Nethxxxxxx'x xxxloyment without cause, the Bank will provide Nethxxxxxx, xx Nethxxxxxx'x xxxl and final severance, the following: (i) a lump sum payment equal to one half of the sum of Nethxxxxxx'x xxxrage annual Base Salary plus average annual bonuses, if any, paid for the term of this agreement, termination “less deductions, (ii) if Nethxxxxxx xx insured under the Bank's standard group medical plan at the time of Nethxxxxxx'x xxxmination, the Bank will pay the cost of the premiums for cause” shall mean Nethxxxxxx'x xxxlth coverage under that plan for six months, (iii) the Company’s termination cost of your life insurance for six months, in amounts and with coverage as applicable just prior to Nethxxxxxx'x xxxt day of employment, and (iv) the cost of disability insurance, in amounts and with coverage as 4 applicable just prior to his last day of employment for any six months. Thereafter, Nethxxxxxx xxxll be responsible for such payments if Nethxxxxxx xx choose. If Nethxxxxxx xxxides to terminate Nethxxxxxx'x xxxloyment under this Agreement prior to the end of the following reasons: (1) your failure Term, the Bank shall be entitled to, and Nethxxxxxx xxall provide the Bank with, one month's prior written notice; provided however, upon receiving such notice, the Bank may terminate Nethxxxxxx'x xxployment immediately and pay Nethxxxxxx xxx the one-month period that the notice otherwise would have run, in addition to perform in a diligent or competent fashion consistent with your position as Senior Vice President all other amounts then due and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations payable under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activitythis Agreement.

Termination and Severance. This position is The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for no set a period of 20 consecutive days or for a total of 30 days in any one- year period or term your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, or (iii) a vote of the Board directing such termination without Cause. In the event (a) the Employment Period is terminated pursuant to clause (iii) above or (b) the Company gives you a Non-Renewal Notice, and just so long as you have comply and in consideration of your compliance with the right to resign your position at any timerestrictions set forth in paragraphs 5 and 6 below, for any reason, QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates shall (i) continue to pay your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made two, four and base salary for six months following the date of such termination or the expiration of the Employment Period, as applicable, and (ii) pay you in cash for any vacation days that shall have accrued and shall not have been taken by you during the fiscal year of the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if in which the Employment Period is so terminated or the Company terminates your employment for cause gives you such Non-Renewal Notice, which number of vacation days shall be determined as of the date of such termination or you voluntarily resign your positionthe expiration of the Employment Period, as applicable. As a condition of receiving the severance benefits Except as set forth in this paragraphparagraph 4, you shall not be entitled to any compensation or other payment from the Company may require you to sign a written release or any of its affiliates in a form acceptable to connection with the Company of any known and unknown claims by you against the Company arising out termination of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” (x) "Cause" shall mean the Company’s termination of your employment for any of the following reasons: (1i) your failure to perform in a diligent comply with the lawful directives of the CEO or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties Board, (ii) any criminal act or act of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach dishonesty, disloyalty, misconduct or moral turpitude by you of your obligations under any confidential that is injurious to the property, operations, business or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer reputation of the Company, (3iii) your failure to follow perform, or material negligence in a material respect Company policies or directives applicable the performance of, your duties and responsibilities to your positionthe Company, (4) any willful misconduct m your part or (5iv) any unauthorized activity on your part material breach of this agreement that creates a material conflict of interest between is not cured within 5 days after written notice thereof to you and by the Company after you have been provided a reasonable opportunity to refrain from that activityCompany.

Termination and Severance. This position is for no set period or term and just as The Employment Period shall terminate on the first to occur of (i) sixty (60) days following written notice by you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such sixty (60) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason during the Employment Period or following a Change in Control (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of ACSHI directing such termination for Cause, (v) a vote of the Board of ACSHI directing such termination without Cause, or (vi) the second anniversary of the Effective Date (the "Scheduled Expiration Date"); provided, however, that if termination of employment without cause within has not been effected on or before the Scheduled Expiration Date, employment thereafter shall continue at will ("At-Will Period"). In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall concurrently with such termination make a lump-sum payment to you equal to the sum of (x) one times your Annual Base Salary plus (y) in the event such termination occurs on or after December 31, 1999, one times the most recent annual bonus payment, if any, paid pursuant to paragraph 2 hereof. In addition, you shall be entitled to reimbursement of the cost of continuing your health insurance coverage under COBRA for the twelve (12) months after month period following such a termination. Except as otherwise set forth in this paragraph 4 or pursuant to the date terms of this letter under circumstances not entitling employee benefit plans in which you participate pursuant to severance and accelerated vesting under “Change of Control” belowparagraph 3, you will become shall not be entitled to severance pay equal any compensation or other payment from the Company in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments connection with the first payment occurring within ten days following the termination of your employment and hereunder. However, in the remaining three payments event you elect to be made tworesign effective as of the Scheduled Expiration Date, four and six months following after having given not less than thirty (30) days written notice, or, if after you successfully meet the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for Implementation Timelines set forth in paragraph 2, you resign upon ninety (90) days written notice, you shall receive six (6) months of your Annual Base Salary; as well as reimbursement for the cost of continuing your health insurance coverage under COBRA for such period, in a lump sum within thirty (30) days after your termination from employment. If you elect to relocate to the lower 48 states in connection with such a voluntary resignation, or following your termination. You shall receive no severance benefits under this paragraph if a termination of employment pursuant to clause (ii) or (v), the Company terminates your employment will provide for cause or you voluntarily resign your position. As a condition relocation of receiving the severance benefits personal and household goods, subject to applicable limits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President 's relocation policy, and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period travel for you to cure those deficiencies; (2) a material breach by you of and your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer of the Company, (3) your failure to follow in a material respect Company policies or directives applicable household to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and new residence in the Company after you have been provided a reasonable opportunity to refrain from that activitylower 48 states.

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such ninety (90) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for no set period Cause, (v) a vote of the Board of the Company directing such termination without Cause, or term (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid within sixty (60) days of the date of such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to two hundred ninety-nine percent (299%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and just shall be paid within sixty (60) days of the date of such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Executive Time Vesting Stock Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to resign receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Code, the Severance Benefit (or, at your position at election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any timesuch reduced reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this paragraph 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 4, you shall not be entitled to any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with the termination of your employment at any timehereunder. In addition to the Severance Benefit, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” belowin which the Severance Benefit is payable, you will become entitled shall also remain eligible to severance pay equal in receive group health insurance benefits under the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days Company’s benefit plans for one year following the termination of your employment and with the remaining Company so long as such benefit plans permit such continued participation (or for three payments to be made two, four and six months years following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as in the event that the enhanced Severance Benefits are payable in connection with a director or officer Change in Control pursuant to the third sentence of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (first paragraph of this Section 5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activity).

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such ninety (90) day period if requested, but the Company may terminate your services sooner if it so elects, without any severance obligations hereunder), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for no set period Cause, (v) a vote of the Board of the Company directing such termination without Cause, or term (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid within sixty (60) days of the date of such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to two hundred ninety-nine percent (299%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and just shall be paid within sixty (60) days of the date of such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Executive Time Vesting Stock Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to resign receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Code, the Severance Benefit (or, at your position at election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any timesuch reduced reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this paragraph 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 4, you shall not be entitled to any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with the termination of your employment at any timehereunder. In addition to the Severance Benefit, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” belowin which the Severance Benefit is payable, you will become entitled shall also remain eligible to severance pay equal in receive group health insurance benefits under the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days Company’s benefit plans for one year following the termination of your employment and with the remaining Company so long as such benefit plans permit such continued participation (or for three payments to be made two, four and six months years following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as in the event that the enhanced Severance Benefits are payable in connection with a director or officer Change in Control pursuant to the third sentence of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (first paragraph of this Section 5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activity).

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) thirty (30) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability (as defined below), (iv) a vote of the Board directing such termination for no set Cause, (v) a vote of the Board directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within six (6) months prior to any termination by you for Good Reason or term and just as by the Company without Cause. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to resign receive from the Company in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your position at election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any timesuch required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with the termination of your employment at any timehereunder. In addition to the Severance Benefit, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” belowin which the Severance Benefit is payable, you will become entitled shall also remain eligible to severance pay equal in receive group health insurance benefits under the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days Company’s benefit plans for one year following the termination of your employment and with the remaining Company so long as such benefit plans permit such continued participation (or for three payments to be made two, four and six months years following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as in the event that the enhanced Severance Benefits are payable in connection with a director or officer Change in Control pursuant to the third sentence of the Companyfirst paragraph of this Section 5) (the “Termination Benefit”). Notwithstanding the Severance Benefit payment schedule described above, (3) if necessary to comply with Section 409A of the Code, during the first six months after your failure to follow termination, your Serverance Benefits will accrue and become payable in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity lump sum payment on your part that creates a material conflict the second day of interest between you and the Company seventh month after you have been provided a reasonable opportunity to refrain from that activitytermination.

Termination and Severance. This position is The Employment Period shall terminate on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason during the Employment Period or following a Change in Control (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of Holdings or the Subsidiary directing such termination for no set period Cause, (v) a vote of the Board of Holdings or term and just as the Subsidiary directing such termination without Cause, or (vi) the third anniversary or the Effective Date (the "Scheduled Expiration Date"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall concurrently with such termination make a lump-sum payment to you equal to the sum of (x) one times your Annual Base Salary plus (y) one times your most recent annual bonus payment paid pursuant to paragraph 2 hereof, and, notwithstanding anything to the contrary in the Holdings' 1999 Stock Incentive Plan or any other plan or agreement pursuant to which you have been granted options to purchase shares of Holdings common stock, upon such termination, such number of then-unvested options shall vest as are necessary to vest at least one-third of all options granted to you on or following the right Effective Date. In addition, you shall be entitled to resign reimbursement of the cost of continuing your position at health insurance coverage under COBRA for the twelve (12) month period following such a termination. Except as otherwise set forth in this paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any time, for any reason, QRS reserves compensation or other payment from the right to terminate Company in connection with termination of your employment at any timehereunder; however, with or without good cause, with or without advance notice. If in the event that the Company terminates your employment without cause within shall give you notice of its intention not to extend the Employment Period, you shall receive twelve (12) months after the date of this letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total Annual Base Salary plus one times your most recent annual targeted compensation at bonus payment paid pursuant to paragraph 2 hereof, as well as reimbursement for the level in effect at the time cost of continuing your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made twohealth insurance coverage under COBRA for such period, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any lump sum within thirty (30) days of the following reasons: (1) your failure to perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with the Company or of any of your fiduciary or legal obligations as a director or officer expiration of the Company, (3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to refrain from that activitythen Employment Period.