Common use of Termination by the Company Without Cause Clause in Contracts

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the Executive's employment, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5.

Termination by the Company Without Cause. At all times during Employee acknowledges and agrees that Employee’s right to compensation under this Agreement terminates at the end of the Employment Term and outside Period. The Company may terminate Employee’s employment hereunder without Cause at any time, upon 30 calendar days’ written notice to Employee. The Company may elect to pay to Employee his portion of Salary for the Window Periodnotice period in lieu of permitting Employee to continue working. In addition, if Employee is terminated by the Company without Cause, the Board may terminate Company will pay to Employee his then-current Salary for eighteen months from the Executive's employmentTermination Date, subject to Section 2.7(g) below. Such Salary will be paid as provided under this Agreement, and at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing such times as Employee would have otherwise received his Salary had he remained an employee of the Company's intent , subject to terminateSection 2.7(g) below. In addition, at least thirty (30) calendar days prior if Employee is terminated by the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice periodCompany without Cause, the Company shall (i) will pay to Employee accrued but unpaid Salary through the Executive Termination Date and all unreimbursed expenses incurred by Employee prior to such termination for which Employee is entitled to reimbursement pursuant to Section 2.5(c), which payments will become due and payable in cash in a lump sum amount equal on the Termination Date. The payments to be made in accordance with this Section 2.7(a) will constitute liquidated damages payable as a result of the termination of Employee’s employment by the Company without Cause and Employee will not be entitled to any other compensation from the Company under this Agreement or otherwise except as provided in this Section 2.7(a). In no event will any payment be made pursuant to this Section 2.7 if the Employee’s employment ceases as a result of either party’s notice to the sum other party that the term of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company employment will also provide outplacement services or will reimburse the Executive for the cost of such services not be extended as described in Section 10 herein2.1. The Company and This Agreement in all other respects will terminate on the Executive thereafter shall have no further obligations under termination of Employee’s employment, except as otherwise provided in this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board The Company may terminate the Executive's employment, as provided under this Agreement, ’s employment at any time for reasons without Cause, given 60 days’ notice (or pay in lieu thereof). In the event that, during the Term, Executive’s employment is terminated by the Company without Cause (other than a suspension due to death or Disability), he shall be eligible for Disability or a termination for Causethe Accrued Obligations and, by notifying the Executive in writing of the Company's intent to terminate, at least thirty provided that he fully executes (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (xand does not revoke) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum Release of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services Claims as described in Section 10 herein7(g), Executive shall also be eligible for (i) Severance Benefits and (ii) reimbursement for his (and his eligible dependents’) health care continuation (COBRA) premiums for 12 months following such termination (provided that (A) such benefits shall not be provided beyond the date on which Executive obtains comparable coverage from a subsequent employer and (B) such benefits shall not be provided to the extent that the Company determines that it would result in any fine, penalty or tax on the Company or its subsidiaries for being a discriminatory benefit) (the “COBRA Benefits”). The Company Notwithstanding the foregoing, the Severance Benefits and the Executive thereafter COBRA Benefits shall immediately terminate, and the Company shall have no further obligations under this Agreementto Executive with respect thereto, and any payments or benefits that were provided will be reimbursed or repaid promptly by Executive to the Company, in the event that Executive breaches any provision of the Confidentiality and Invention Assignment Agreement or the Release of Claims. If Any such termination, reimbursement or repayment of Severance Benefits or COBRA Benefits shall have no effect on the Release of Claims or any of Executive's ’s post-employment is terminated during obligations to the Window Period Company. Following termination of Executive’s employment by the Board for reasons other than a suspension for Disability or a termination for Company without Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits except as set forth in this Section 6.57(d) or Section 10, Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as provided in Section 10, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the COBRA Benefits, subject to his execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Termination by the Company Without Cause. At all times In the event Employee’s employment with GNA (or its successor) is terminated without “cause”, then, provided that such termination of employment constitutes a “separation from service” with the Company as such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto (a “Separation from Service”), and provided further that Employee executes and does not revoke a general release of claims substantially in the form attached hereto as Exhibit A, as may be amended from time to time by the Company, within thirty days following the Date of Termination, Employee shall receive (i) six months of base salary at the highest rate in effect prior to the Date of Termination, as severance pay and in lieu of any further compensation for periods subsequent to Employee’s Date of Termination, payable in accordance with GNA’s (or its successor’s) regular payroll schedule; and (ii) a pro rated bonus in accordance with the Company’s bonus plan based on the portion of time that Employee worked during the Employment Term year in which the Date of Termination occurs and outside Employee’s salary as of the Window PeriodDate of Termination, payable when bonuses would normally be paid, but no earlier than January 1 and no later than December 31 of the Board may terminate year following the Executive's employment, as provided under year with respect to which the bonus is earned. Any payments required to be made pursuant to this AgreementSection 5.b. prior to the thirtieth (30th) day following the Date of Termination (the “First Pay Date”) shall be paid in a single lump sum on the first regularly scheduled payroll date on or following the First Pay Date.” c. Termination by the Company for Cause. The Company may, at any time and without notice, terminate the Employee for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5“cause.”

Termination by the Company Without Cause. At all times during The Company shall have the Employment Term and outside the Window Period, the Board may terminate the Executive's employment, as provided under this Agreementright, at any time for reasons other than a suspension for Disability or a during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least shall be effective thirty (30) calendar days prior from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of such termination. Upon , and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of such termination, following the expiration of the thirty ; (30ii) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) severance in an amount equal to the sum Executive’s then-current Base Salary for a period of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, eighteen (ii18) vest all long-term incentive awards of the Executive, months; and (iii) continueif Executive is eligible for and timely elects COBRA coverage for health insurance coverage, at payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company's cost. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), all health Executive must be in compliance with Section 5 of this Agreement, and welfare benefits for the Executive's spouse must execute, return, not rescind and dependents for the remaining Employment Term. Further, comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall pay the Executive all other benefits to which the Executive has a vested right at the time, be paid in equal installments according to the provisions normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the governing plan Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or program. The Company will also provide outplacement services a succeeding entity without Cause upon or will reimburse within one year of a Change of Control at any time during the Executive for the cost of such services Term as described in Section 10 herein7 hereof. The Company and the Executive thereafter In such case, Section 7 of this Agreement shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5control.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the The Executive's employment, as provided ’s employment under this Agreement, Agreement may be terminated by the Company at any time for reasons other than a suspension for Disability or without Cause by the Company upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment, by notifying all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in writing a form and manner satisfactory to the Company and the lapse of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice any statutory revocation period, the Company shall (i) continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a lump sum amount equal period of one (1) year from the Date of Termination and shall pay to the sum of Executive in monthly installments over the one (x1) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) year period, an amount equal to the sum Executive’s cash bonus, if any, received in respect of the Highest Annual Bonus for each fiscal year ending during immediately preceding the remaining Employment Term plus for year of termination pursuant to Section 4(b) beginning with the fiscal year in which first payroll date that begins thirty (30) days after the remaining Employment Term would expire, a prorata portion Date of Termination. For purposes of Section 409A of the Highest Annual Bonus for such partial fiscal yearInternal Revenue Code of 1986, as amended (ii) vest all long-term incentive awards the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay 100% of the Executive, and costs to provide up to twelve (iii12) continue, months of outplacement support services at the Company's cost, all health and welfare benefits a level appropriate for the Executive's spouse ’s title and dependents for the remaining Employment Term. Further, the Company shall pay responsibility and provide the Executive all other benefits to which with health and dental insurance continuation at a level consistent with the level and type the Executive has a vested right had in place at the time, according time of termination for a period of twelve (12) months from the Date of Termination. Following a termination of the Executive without Cause the Executive shall continue to be eligible to receive technology incentive compensation payments due under the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse Technology Development Incentive Plan as such may have been established by the Executive for the cost administrator of such services as described in Section 10 herein. The Company and plan prior to the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu date of the benefits set forth in this Section 6.5termination.

Termination by the Company Without Cause. At all times during The Company shall have the Employment Term and outside the Window Period, the Board may right to terminate the Executive's employment, as provided under this Agreement, at Executive without Cause for any time for reasons other than a suspension for Disability or a termination for Cause, reason by notifying the Executive in writing of the Company's intent to terminate, at least providing thirty (30) calendar days prior days’ written notice to Executive. If the effective date of such termination. Upon the effective date of such termination, following the expiration of the Company terminates Executive without Cause by providing thirty (30) day days’ notice periodand Executive is diligently and effectively rendering services to the Company (as determined by the Company in its sole discretion) as directed in Section 2 above at the time of her termination, the Company shall (i) pay Executive through the Executive a lump sum amount equal date of termination and, subject to the sum of (x) limitations set forth below, the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) Company shall provide Executive with severance compensation in an amount equal to the sum greater of (i) six (6) month’s base salary (based on Executive’s annual salary on the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expiredate of termination), a prorata portion of the Highest Annual Bonus for such partial fiscal year, less applicable taxes or (ii) vest all longthe severance pay to which Executive would be entitled under a severance pay plan, if any, in effect at the time of Executive’s termination without Cause. Such severance compensation shall be paid in bi-term incentive awards weekly installments (“Installment Severance Payments”) over the following six months (referred to herein as the “Severance Period”) in accordance with the Company’s normal payroll practices and schedule. In addition, the Company will pay the premiums for the Executive to continue your group health insurance coverage (as provided to other employees at the time of the Executive, and (iiitermination) continueunder COBRA, at the Company's cost, all health and welfare benefits active employee contribution rates for the Executive's spouse and dependents for earlier of six (6) month’s following termination or until the remaining Employment TermExecutive obtains comparable coverage. FurtherIn the event Executive is in violation of Sections 7, 8, 10, 12 or Section 9, but only to the extent Restricted Business applies to the competitors listed in Exhibit B, of this Agreement at any time during the Severance Period, the Company shall pay be entitled to immediately cease the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions payment of the governing plan or program. The Company will also provide outplacement services or will reimburse Installment Severance Payments, the Executive for the cost of such services as described in Section 10 herein. The Company Company’s severance obligation shall terminate and expire, and the Executive thereafter Company shall have no further obligations hereunder from and after the date of such other employment or violation and shall have all other rights and remedies available under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons Agreement or any other than a suspension for Disability agreement and at law or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5equity.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the The Executive's employment, as provided ’s employment under this Agreement, Agreement may be terminated by the Company at any time for reasons other than a suspension for Disability or without Cause by the Company upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment, by notifying all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in writing a form and manner satisfactory to the Company and the lapse of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice any statutory revocation period, the Company shall (i) continue to pay the Executive her Base Salary at the rate then in effect pursuant to Section 4(a) for a lump sum amount equal period of one (1) year from the Date of Termination and shall pay to the sum of Executive in monthly installments over the one (x1) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) year period, an amount equal to the sum Executive’s cash bonus, if any, received in respect of the Highest Annual Bonus for each fiscal year ending during immediately preceding the remaining Employment Term plus for year of termination pursuant to Section 4(b) beginning with the fiscal year in which first payroll date that begins thirty (30) days after the remaining Employment Term would expire, a prorata portion Date of Termination. For purposes of Section 409A of the Highest Annual Bonus for such partial fiscal yearInternal Revenue Code of 1986, as amended (ii) vest all long-term incentive awards the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay 100% of the Executive, and costs to provide up to twelve (iii12) continue, months of outplacement support services at the Company's cost, all health and welfare benefits a level appropriate for the Executive's spouse ’s title and dependents for the remaining Employment Term. Further, the Company shall pay responsibility and provide the Executive all other benefits to which with health and dental insurance continuation at a level consistent with the level and type the Executive has a vested right had in place at the timetime of termination for a period of twelve (12) months from the Date of Termination. In addition, according on or prior to the provisions Date of Termination, Executive will become fully vested in any unvested shares or options granted as part of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5New Hire Grant.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board The Company may terminate the Executive's employment, as provided under this Agreement, ’s employment at any time for reasons without Cause, given 60 days’ notice (or pay in lieu thereof). In the event that, during the Term, Executive’s employment is terminated by the Company without Cause (other than a suspension due to death or Disability), Executive shall be eligible for Disability or a termination for Causethe Accrued Obligations and, by notifying the provided that Executive in writing of the Company's intent to terminate, at least thirty fully executes (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (xand does not revoke) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum Release of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services Claims as described in Section 10 herein7(g), Executive shall also be eligible for (i) the Severance Benefits and (ii) reimbursement for Executive’s (and Executive’s eligible dependents’) health care continuation (COBRA) premiums for 12 months following such termination (provided that (A) such COBRA benefits shall not be provided beyond the date on which Executive obtains comparable coverage from a subsequent employer and (B) such benefits shall not be provided to the extent that the Company determines that it would result in any fine, penalty or violation of law for being a discriminatory benefit or otherwise) (the “COBRA Benefits”). The Company Notwithstanding the foregoing, the Severance Benefits and the Executive thereafter COBRA Benefits shall immediately terminate, and the Company shall have no further obligations under this Agreementto Executive with respect thereto, and any Severance Benefits and COBRA Benefits that were provided will be reimbursed or repaid promptly by Executive to the Company, in the event that Executive breaches any provision of the Confidentiality and Invention Assignment Agreement or the Release of Claims. If Any such termination, reimbursement or repayment of Severance Benefits or COBRA Benefits shall have no effect on the Release of Claims or any of Executive's ’s post-employment is terminated during obligations to the Window Period Company. Following termination of Executive’s employment by the Board for reasons other than a suspension for Disability or a termination for Company without Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits except as set forth in this Section 6.57(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the COBRA Benefits, subject to Executive’s execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board The Company may terminate the Executive's employment, as provided ’s employment under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Agreement without Cause, by notifying . In the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date event of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided Accrued Amounts (including the vested Options) and, subject to Executive’s compliance with Article III of this Agreement and his execution of a release of claims in Section 7.1 herein in lieu favor of the benefits set forth Company Group and each of their respective officers and directors in this Section 6.5a form provided by the Company (the “Release”) and such Release becoming effective within 60 days following the Termination Date (such 60 day period, the “Release Execution Period”), Executive shall be entitled to receive (i) continued Base Salary for year[s] following the Termination Date (the applicable period, the “Severance Period”), and (ii) for the duration of the Severance Period, the amount, if any, by which the Company was subsidizing medical and dental insurance coverage for Executive and his eligible dependants immediately prior to Executive’s Termination Date, payable in all such cases in equal installments in accordance with the Company’s normal payroll practices, but no less frequently than monthly, commencing with the first ordinary Company payroll date following the Release Execution Period; provided that the first installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date if no delay associated with the Release Execution Period had been imposed. The Company shall provide Executive with the Release within five (5) business days after the Termination Date. The parties agree that time is of the essence and each party agrees to work to complete the Release so that the prescribed time periods for execution and revocation of the Release under the Age Discrimination in Employment Act will lapse before the last day of the Release Execution Period.

Termination by the Company Without Cause. At all times during by Executive for Good Reason or due to the Employment Term and outside Company’s Non-Renewal of the Window PeriodTerm. Notwithstanding any other provision of this Agreement, Executive’s employment under this Agreement may be terminated either (i) by the Board may terminate the Company without Cause by delivery of advance written notice to Executive's employment, (ii) by Executive for Good Reason, as provided under this Agreementdefined below in Section 3.6.3, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying (iii) due to the Executive in writing Company’s non-renewal of the Company's intent to terminateTerm, at least as set forth in Section 1.1. Any notice of termination by the Company without Cause shall effect termination thirty (30) calendar days prior after the Company gives written notice to Executive of such termination; provided that Executive may choose a termination date at any time between the date of notice and the stated effective date of termination, in which case termination shall be effective as of, and the date of termination of employment shall be, the date chosen by Executive; provided further that Executive shall only receive Base Salary and benefits, less applicable withholdings, which amounts shall be paid in accordance with the Company’s regular payroll practices, through the earlier termination date chosen by Executive. The Company shall also have the right during the period between the date of the notice of termination by the Company without Cause and the stated effective date of resignation, or any part of that period, to place Executive on leave, paying Base Salary and benefits to which Executive is entitled as set forth above, less applicable withholdings, which amounts shall be paid in accordance with the Company’s regular payroll practices. During this leave period, if directed by the BoD, Executive shall not visit the Company’s premises or conduct any business on behalf of Company or hold himself out as an agent or representative of the Company. For avoidance of doubt, in the event that Executive chooses to shorten the time period between the date the Company gives written notice of termination and the effective date of such termination. Upon the effective date of such termination, following this shall not be construed as a resignation by Executive (but will continue to be treated as a termination by the Company without Cause). A termination for Good Reason shall be effective on the date the Company receives a Good Reason Final Termination Notice (as defined below in Section 3.6.3) from Executive. A termination due to the Company’s non-renewal of the Term shall be effective on the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment then-current Term and Executive’s Separation from Service (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described defined below in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.53.7.2) on that date.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board The Company may terminate the Executive's employment, as provided under this Agreement, ’s employment at any time for reasons without Cause, given 60 days’ notice (or pay in lieu thereof). In the event that, during the Term, Executive’s employment is terminated by the Company without Cause (other than a suspension due to death or Disability), he shall be eligible for Disability or a termination for Causethe Accrued Obligations and, by notifying the Executive in writing of the Company's intent to terminate, at least thirty provided that he fully executes (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (xand does not revoke) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum Release of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services Claims as described in Section 10 herein7(g), Executive shall also be eligible for (i) Severance Benefits and (ii) reimbursement for his (and his eligible dependents’) health care continuation (COBRA) premiums for 12 months following such termination (provided that (A) such COBRA benefits shall not be provided beyond the date on which Executive obtains comparable coverage from a subsequent employer and (B) such benefits shall not be provided to the extent that the Company determines that it would result in any fine, penalty or tax on the Company or its subsidiaries for being a discriminatory benefit) (the “COBRA Benefits”). The Company Notwithstanding the foregoing, the Severance Benefits and the Executive thereafter COBRA Benefits shall immediately terminate, and the Company shall have no further obligations under this Agreementto Executive with respect thereto, and any Severance Benefits and COBRA Benefits that were provided will be reimbursed or repaid promptly by Executive to the Company, in the event that Executive breaches any provision of the Confidentiality and Invention Assignment Agreement or the Release of Claims. If Any such termination, reimbursement or repayment of Severance Benefits or COBRA Benefits shall have no effect on the Release of Claims or any of Executive's ’s post-employment is terminated during obligations to the Window Period Company. Following termination of Executive’s employment by the Board for reasons other than a suspension for Disability or a termination for Company without Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits except as set forth in this Section 6.57(d) or Section 10, Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as provided in Section 10, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the COBRA Benefits, subject to his execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Termination by the Company Without Cause. At all times during In the Employment Term event the Company terminates the Executive’s employment without Cause (and outside the Window Periodother than due to his death or Disability), the Board may terminate the Executive's employment, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Company shall pay Executive in writing of the Company's intent to terminate, at least thirty (30i) calendar days prior his unpaid Base Salary through the effective date of such termination. Upon , (ii) any earned Annual Bonus for the prior Fiscal Year which is unpaid at the time of termination and (iii) any business expenses remaining unpaid on the effective date of such terminationthe termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement (the “Accrued Obligations”). In addition, following the expiration and subject to Executive’s execution of the thirty (30) day notice periodRelease as described in Section 8.4, the Company shall (i) pay the Executive a lump sum an amount per month equal to the sum one-twelfth of (x) the Executive's his then adjusted Base Salary otherwise payable for the remaining Employment Term period commencing on the date following the date of termination and ending on the date which is six (y6) months following the effective date of termination; (ii) pay Executive an amount equal to the sum a pro-rata portion of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus that would otherwise have been payable to Executive for the fiscal year Fiscal Year in which the remaining Employment Term would expiretermination occurs, determined in the same manner and payable at the first practicable payroll date following the date the Release is effective, with such pro-rata portion to be determined based on the number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to 12 months; (iii) pay or reimburse Executive for COBRA premiums for six (6) months following termination or such earlier date Executive becomes covered under the employee benefit plans of a prorata subsequent employer; and (iv) to the extent then unvested, cause to become vested a pro-rata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards Awards equal to the quotient of the Executivenumber of full months that have transpired between the Effective Date and date of termination, and divided by 36. All obligations described clauses (i) through (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company in this Section 8.1 shall pay the Executive all other benefits to which the immediately terminate upon a court of competent jurisdiction’s determination that Executive has a vested right at the time, according to breached the provisions of the governing plan Section 6 or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.57 hereof.

Termination by the Company Without Cause. At all times Other than during the Employment Term and outside the Window Perioda Change of Control Period (as defined in Section 7.2), the Board of Directors may terminate the Executive's employment, as provided under this Agreement, at any time employment for reasons other than a suspension death, Disability, retirement or for Disability or a termination for Cause, Cause (as defined in Section 6.5) by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon the effective date of such termination, following the expiration of the this thirty (30) day notice period, the termination by the Company is effective. Within thirty (30) days after the date of termination, the Company shall (i) pay to the Executive a lump sum amount cash payment equal to the sum greater of (xa) the Executive's Base Salary otherwise payable in effect for the remaining Employment Term term of this Agreement, or (b) twenty-four (24) months of the Base Salary in effect as of the effective date of termination, and shall provide to the Executive a continuation of his health and welfare benefits for the greater of (ya) an amount such remaining term of this Agreement or (b) twenty-four (24) months. If the Company is unable to provide health and welfare benefits as required by this Section 6.4, the Company shall provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the sum value of the Highest Annual benefits which the Company is unable to provide. The Company shall pay the Executive an annual Bonus for each fiscal the year ending during in which termination occurs based upon the remaining Employment Term plus for performance of the Company through the end of the fiscal year in which the remaining Employment Term would expire, a prorata portion termination occurs. This annual Bonus shall be paid within sixty (60) days of the Highest Annual Bonus for such partial end of the applicable fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the The Company shall also pay the Executive all other benefits to which the Executive has a vested right at the time, according time of termination. For purposes of this Section 6.4: (i) with respect to the provisions fiscal year in which termination occurs, the Executive shall be fully vested in any prior year awards that remain unvested or awards made for the fiscal year in which termination occurs under the TRG Incentive Plan or any successor plan, and (ii) all vested awards under any incentive programs shall be paid notwithstanding any provision of the governing plan or programprogram calling for forfeiture of benefits upon termination. The If for any reason the Company will also provide outplacement services or will reimburse is unable to comply with the preceding sentence, the Company shall pay the Executive for a lump-sum cash payment equal to the cost value of such services as described in Section 10 hereinthe benefits or awards it is unable to vest, pay or give credit for. The Upon the date of termination, the Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits Agreement except as set forth in this Section 6.5Sections 8 and 9.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the The Board may terminate the Executive's employment, as provided under this Agreement, services hereunder without Cause at any time for reasons other than a suspension for Disability or a termination for upon written notice to Executive. In such event, Executive's services shall terminate as of the date of such notice. In the event Executive's services hereunder are terminated by the Company without Cause, by notifying and subject to Executive's compliance with the terms of Section 5 and Section 6 herein, the Company shall pay (in accordance with Section 4(f) hereof) to Executive in writing of the Company's intent to terminate, at least thirty (30i) calendar days prior his or her then current accrued and unpaid Base Salary through the effective date of such termination. Upon his termination as well as 100% of any accrued and unpaid bonus for any years preceding the effective date year of such terminationtermination (it being expressly agreed that except as hereinafter provided, following the expiration Executive shall have no rights to receive a bonus in respect of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal yeartermination occurs), (ii) vest all long-term incentive awards an additional amount equal to one year of Base Salary and Executive's bonus for the year of termination (it being agreed that Executive's bonus for the year of termination to be paid under this Section 4(e) shall be deemed to be equal to one year of Base Salary), and (iii) continueother benefits and payments (including, at without limitation, reimbursement of expenses incurred conducting Company business pursuant to Section 3(b)) to which Executive is then entitled hereunder. In addition, during the Company's cost, all health and welfare benefits for one (1) year period immediately following the Executive's spouse and dependents for the remaining Employment Term. Furtherdate of termination, the Company shall pay continue to afford to Executive the Executive all other benefits to which the Executive has a vested right at the timegroup medical, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described dental, vision, long-term disability and life insurance specified in Section 10 herein3(c) above. The Company Executive and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability his or a termination for Causeher beneficiaries, the Executive as applicable, shall be entitled to receive no other compensation under this Agreement following, or as a result of, a termination under these circumstances. Executive shall have no duty to seek to mitigate the above severance benefits provided in the event of termination hereunder without Cause, and, subject to Executive's compliance with Section 7.1 herein in lieu of 5 and Section 6 herein, any compensation derived by Executive from alternative employment or otherwise shall not reduce the benefits set forth in this Section 6.5Company's obligations hereunder.

Termination by the Company Without Cause. At all times during Company shall have the Employment Term and outside right to terminate Executive’s employment hereunder “without cause” by giving Executive written notice to that effect. Any such termination of employment shall be effective on the Window Period, date specified in such notice. In the Board may terminate the Executive's employment, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date event of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the termination for which Executive a lump sum is entitled to be reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to the sum one-twelfth of (x) the Executive's his then adjusted Base Salary otherwise payable for the remaining Employment Term period commencing on the date following the date of termination and ending on the date which is six (y6) months following the effective date of termination; (iii) pay Executive an amount equal to the sum a pro-rata portion of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus that would otherwise have been payable to Executive for the fiscal year Fiscal Year in which the remaining Employment Term termination occurs, determined in the same manner and payable at the same time as such Annual Bonus would expireotherwise have been payable had Executive’s employment not terminated, with such pro-rata portion to be determined based on the number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to 12 months; and (iv) to the extent then unvested, cause to become vested a prorata pro-rata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of granted to the Executive, equal to the quotient of the number of full months that have transpired between the Effective Date and (iii) continuedate of termination, at the Company's costdivided by 36, provided, however, that without limiting any other remedy available hereunder, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company obligations described in this Section 8.1 shall pay the Executive all other benefits to which the immediately terminate upon a judge’s determination that Executive has a vested right at the time, according to breached the provisions of the governing plan Section 6 or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.57 hereof.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the The Board of Directors may terminate the Executive's employment, as provided under this Agreement, at any time ’s employment for reasons other than a suspension death, Disability, Retirement or for Disability or a termination for Cause, Cause (as defined in Section 6.5) by notifying the Executive in writing of the Company's intent to terminate, at least sixty (60) days prior to the effective date of termination. Upon the expiration of this sixty (60) day period, the termination by the Company is effective. Within thirty (30) calendar days prior after the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice periodunless Section 6.9 is applicable to this payment, the Company shall (i) pay to the Executive a lump sum amount cash payment equal to the sum greater of (xa) the Executive's aggregate amount of Base Salary otherwise as then in effect, payable for the remaining Employment Term term of this Agreement, or (b) the aggregate amount of twenty-four (24) months of the Base Salary as in effect prior to the date of notice of termination, and shall provide to the Executive a continuation of his health and welfare benefits for the greater of (ya) an amount the remaining term of this Agreement or (b) twenty-four (24) months. If the Company is unable to provide health and welfare benefits as required by this Section 6.4, the Company shall provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the sum value of the Highest Annual benefits which the Company is unable to provide. The Company shall also pay the Executive a Bonus for each the year in which termination occurs equal to the Bonus paid or payable in respect of the fiscal year ending during prior to the year in which termination occurs multiplied by the number of fiscal years within the remaining Employment Term plus for term of this Agreement (including the fiscal year in which the remaining Employment Term would expiretermination occurs). This Bonus payment shall be paid within thirty (30) days after the date of termination, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Termunless Section 6.9 is applicable to this payment. Further, the The Company shall also pay the Executive all other benefits to which the Executive has a vested right at the timetime of termination as well as the SERP Benefit and SERP II Benefit. The Executive shall be fully vested in the grant of Stock Units pursuant to Section 5.5 of this Agreement, according to and shall be fully vested in any prior year awards that remain unvested or any awards made for the provisions fiscal year in which termination occurs under the TRG Incentive Plan or any successor plan. All vested awards under any equity incentive or other incentive programs shall be paid notwithstanding any provision of the governing plan or programprogram calling for forfeiture of benefits upon termination. The If for any reason the Company will also provide outplacement services or will reimburse is unable to comply with the preceding sentence, the Company shall pay the Executive for a lump-sum cash payment equal to the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu value of the benefits set forth in this Section 6.5or awards it is unable to vest, pay or give credit for.

Termination by the Company Without Cause. At all times during Company shall have the Employment Term and outside the Window Period, the Board may right to terminate the Executive's employment, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a employment hereunder "without cause" by giving Executive written notice to that effect. Any such termination for Cause, by notifying of employment shall be effective on the Executive date specified in writing of such notice. In the Company's intent to terminate, at least thirty (30) calendar days prior the effective date event of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the termination for which Executive a lump sum is entitled to be reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to the sum one-twelfth of (x) the Executive's his then adjusted Base Salary otherwise payable for the remaining Employment Term period commencing on the date following the date of termination and ending on the date which is six (y6) months following the effective date of termination; (iii) pay Executive an amount equal to the sum a pro-rata portion of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus that would otherwise have been payable to Executive for the fiscal year Fiscal Year in which the remaining Employment Term termination occurs, determined in the same manner and payable at the same time as such Annual Bonus would expireotherwise have been payable had Executive's employment not terminated, with such pro-ration to be determined based on the number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to 12 months; and (iv) to the extent then unvested, cause to become vested a prorata pro-rata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of granted to the Executive, equal to the quotient of the number of full months that have transpired between the Effective Date and (iii) continuethe date of termination, at the Company's costdivided by 36, provided, however, that without limiting any other remedy available hereunder, all health and welfare benefits for the Executiveobligations described in this Section 8.1 shall immediately terminate upon a judge's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the determination that Executive has a vested right at the time, according to breached the provisions of the governing plan Section 6 or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.57 hereof.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the The Executive's employment, as provided ’s employment under this Agreement, Agreement may be terminated by the Company at any time for reasons other than a suspension for Disability or without Cause by the Company upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause, including any termination by notifying the Executive in writing reason of the Company's intent Company electing not to terminate, at least thirty (30) calendar days prior extend the effective date term of such termination. Upon the effective date of such termination, following Executive’s employment upon the expiration of the thirty initial Term or any Renewal Term. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a separation agreement containing, among other things, a general release of claims, confidentiality, non-disparagement and return of property, substantially in the form of Exhibit A attached hereto (30the “Release”) day notice periodand the Release becoming irrevocable and further subject to the Executive’s compliance with the provisions of Sections 7 and 8 hereof, the Company shall (i) continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a lump sum amount equal period of two (2) years from the Date of Termination and shall pay to the sum Executive in monthly installments over a period of two (x2) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) years, an amount equal to the sum Executive’s cash bonus, if any, received in respect of the Highest Annual Bonus for each fiscal year ending during immediately preceding the remaining Employment Term plus for year of termination pursuant to Section 4(b), beginning with the fiscal year in which first payroll date that begins thirty (30) days after the remaining Employment Term would expire, a prorata portion Date of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or programTermination. The Company will also provide outplacement services or make a bonus payment to Executive with respect to the year of termination on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executives of the Company, pro-rated on the basis of the number of days of the Executive’s actual employment hereunder during such calendar year through the Date of Termination. Such pro-rated bonus, if earned, will reimburse be paid prior to March 15 of the Executive for following calendar year. For purposes of Section 409A of the cost Internal Revenue Code of such services 1986, as described in Section 10 hereinamended (the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive thereafter shall have no further obligations under this Agreement. If with health and dental insurance continuation at a level consistent with the Executive's employment is terminated during level and type the Window Period by Executive had in place at the Board for reasons other than a suspension for Disability or a time of termination for Cause, a period of twenty four (24) months from the Executive shall be entitled Date of Termination to receive the benefits provided in Section 7.1 herein in lieu of extent permitted under the benefits set forth in this Section 6.5Company’s group health insurance policy.

Termination by the Company Without Cause. At all times any time during the Employment Term and outside the Window PeriodTerm, the Board Company may terminate this Agreement and Executive’s employment with the Executive's employment, as provided under this Agreement, at Company without Cause for any time for reasons other than a suspension for Disability reason or a termination for Cause, no reason by notifying the Executive in writing of the Company's intent ’s termination without Cause, specifying in such notice the effective termination date, and this Agreement and Executive’s employment with the Company shall terminate at the end of the day on the termination date specified in the Company’s notice (or such other date as may be mutually agreed upon by the Company and Executive). Upon termination of Executive’s employment by the Company without Cause, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall immediately terminate, at least thirty except: (30a) calendar days prior the effective date Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such termination. Upon other payments and benefits, if any, which have accrued and vested hereunder before the effective date termination date; and (c) subject to Sections 7.8 and 7.9 of such termination, following the expiration of the thirty (30) day notice periodthis Agreement, the Company shall provide Executive with the following severance benefits: (i) the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination for a period of nine (9) months after the employment termination (the "Severance Period"); (ii) during the Severance Period, the Company will pay Executive a lump sum an additional monthly severance amount equal to one-twelfth (1/12) of the sum of average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (x) or if Executive was not employed with the Executive's Base Salary otherwise payable Company for the remaining Employment Term and (y) an amount equal to last three fiscal years, the sum average shall be calculated using the number of fiscal years Executive has been employed with the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, Company); and (iii) continueduring the Severance Period, at the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate. For purposes of this Agreement, the term "COBRA Premium Rate" means the monthly amount charged, as of the termination date, for COBRA continuation coverage under the Company's cost, all health group medical and welfare benefits dental plans for the Executive's spouse coverage options and coverage levels applicable to Executive and his covered dependents for immediately prior to the remaining Employment Termtermination date. FurtherSubject to Sections 7.8 and 7.9, the Company shall will pay the Executive foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all other benefits such severance payments shall be subject to which all applicable payroll tax withholdings. Other than the Executive has a vested right at foregoing, the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations to Executive under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the Executive's employment, Except as provided under this Agreementbelow, at any time for reasons other than a suspension for Disability or a termination for if the Company terminates the employment of the Executive without Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the from and after such effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal shall no longer be entitled to the sum of (x) the Executive's receive any Base Salary Salary, bonus or option awards, or other amounts or benefits otherwise payable for hereunder, except such continuation and/or conversion rights as required by law or provided under the remaining Employment Term and (y) an amount equal to the sum terms of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the any Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing sponsored employee benefit plan or program. The Company will also provide outplacement services or will reimburse agreement executed by the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this AgreementExecutive. If Notwithstanding the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Causeforegoing, the Executive shall be entitled to receive the benefits following: Any previously earned and accrued but unpaid Base Salary up to the Executive's date of termination (the "Accrued Base Salary"); Any unpaid bonus for the calendar year prior to the year in which the termination occurred which may be owed under the Bonus Plan described in Section III.b. above (the "Accrued Bonus"); Subject to the provisions of Section VIII.f., a severance payment in an amount equal to 1.5 times the Executive's Base Salary in effect immediately preceding the date of termination (the "Severance Benefit"); and Vested options shall remain exercisable in accordance with the terms of the 1998 Plan or such other plan of the Company or agreement executed by the Company and the Executive as the same may be in effect from time to time, as applicable, that control such vested options. The Company shall, subject to Section IX.k., pay all amounts due under this Section VIII.b. within thirty (30) days following the Executive's effective date of termination. Notwithstanding the foregoing, if the Company terminates the employment of the Executive without Cause following a Change of Control (as defined in the CC Plan as in effect from time to time), then the Executive shall be entitled only to the payments and rights as provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5VII.

Termination by the Company Without Cause. At all times during Company shall have the Employment Term and outside right to terminate Executive’s employment hereunder “without cause” by giving Executive written notice to that effect. Any such termination of employment shall be effective on the Window Period, date specified in such notice. In the Board may terminate the Executive's employment, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date event of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the termination for which Executive a lump sum is entitled to be reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to the sum one-twelfth of (x) the Executive's his then adjusted Base Salary otherwise payable for the remaining Employment Term period commencing on the date following the date of termination and ending on the date which is six (y6) months following the effective date of termination; (iii) pay Executive an amount equal to the sum a pro-rata portion of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus that would otherwise have been payable to Executive for the fiscal year Fiscal Year in which the remaining Employment Term termination occurs, determined in the same manner and payable at the same time as such Annual Bonus would expireotherwise have been payable had Executive’s employment not terminated, with such pro-ration to be determined based on the number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to 12 months; and (iv) cause to become vested a prorata pro-rata portion of the Highest Annual Bonus for such partial fiscal yearawards granted to Executive under Section 4.5, equal to the quotient of (i) the number of full months that have transpired between the Effective Date and the date of termination, divided by (ii) vest all long-term incentive awards of the Executive36; provided, and (iii) continuehowever, at the Company's costthat without limiting any other remedy available hereunder, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company obligations described in this Section 8.1 shall pay the Executive all other benefits to which the immediately terminate upon a judge’s determination that Executive has a vested right at the time, according to breached the provisions of the governing plan Section 6 or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.57 hereof.

Termination by the Company Without Cause. At all times any time during the Employment Term and outside the Window PeriodTerm, the Board Company may terminate this Agreement and Executive’s employment with the Executive's employment, as provided under this Agreement, at Company without Cause for any time for reasons other than a suspension for Disability reason or a termination for Cause, no reason by notifying the Executive in writing of the Company's intent ’s termination without Cause, specifying in such notice the effective termination date, and this Agreement and Executive’s employment with the Company shall terminate at the end of the day on the termination date specified in the Company’s notice (or such other date as may be mutually agreed upon by the Company and Executive). Upon termination of Executive’s employment by the Company without Cause, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall immediately terminate, at least thirty except: (30a) calendar days prior the effective date Company shall pay Executive that portion of her Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such termination. Upon other payments and benefits, if any, which have accrued and vested hereunder before the effective date termination date; and (c) subject to Sections 7.8 and 7.9 of such termination, following the expiration of the thirty (30) day notice periodthis Agreement, the Company shall provide Executive with the following severance benefits: (i) the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination for a period of nine (9) months after the employment termination (the "Severance Period"); (ii) during the Severance Period, the Company will pay Executive a lump sum an additional monthly severance amount equal to one-twelfth (1/12) of the sum of average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (x) or if Executive was not employed with the Executive's Base Salary otherwise payable Company for the remaining Employment Term and (y) an amount equal to last three fiscal years, the sum average shall be calculated using the number of fiscal years Executive has been employed with the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, Company); and (iii) continueduring the Severance Period, at the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate. For purposes of this Agreement, the term "COBRA Premium Rate" means the monthly amount charged, as of the termination date, for COBRA continuation coverage under the Company's cost, all health group medical and welfare benefits dental plans for the Executive's spouse coverage options and coverage levels applicable to Executive and her covered dependents for immediately prior to the remaining Employment Termtermination date. FurtherSubject to Sections 7.8 and 7.9, the Company shall will pay the Executive foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all other benefits such severance payments shall be subject to which all applicable payroll tax withholdings. Other than the Executive has a vested right at foregoing, the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations to Executive under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu 4 of the benefits set forth in this Section 6.5.20

Termination by the Company Without Cause. At The Executive acknowledges that he is, has been and will continue at all times during to be an at-will employee of the Employment Term Company and outside as such his employment has been and continues to be terminable by either the Window PeriodExecutive or the Company at any time upon notice to the other and for any reason not prohibited by law. However, if the Board may terminate Company terminates the Executive's employmentemployment and this Agreement without Cause (as defined in Section 2.5 hereof), the Company will in lieu of any severance which may otherwise be payable, continue to pay to the Executive for twelve (12) full calendar months following the date of such termination his monthly base salary at the rate in effect as of the date of such termination in accordance with the Company's normal payroll practices. In addition, the Company throughout such twelve (12) calendar month period will continue the Executive's life insurance and 4 health care benefits coverage on the same terms and at the same cost to the Executive as would be applicable to a similarly situated full-time employee provided however, that in the event the Executive begins to receive comparable life insurance and health care benefits (determined at the sole discretion of the Company) from a subsequent employer during such twelve (12) month period, the Company may immediately terminate its life insurance and health care benefits coverage of the Executive. Coverage under the Company's health care benefits plan will be in lieu of health care continuation under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for periods such coverage is in effect under this Agreement, at any time for reasons other than a suspension for Disability or a . Following such termination for of the Executive's employment without Cause, by notifying the Company will pay for the costs of outplacement services on behalf of the Executive in writing provided however, that the total fee paid will be limited to an amount equal to fifteen percent (15%) of the CompanyExecutive's intent to terminate, at least thirty (30) calendar days prior annual base salary rate as of the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the The Company shall (i) will also continue to be obligated to pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive when due all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing any applicable retirement or other benefit plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall will have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5.

Termination by the Company Without Cause. At all times during If this Agreement is terminated by the Employment Term and outside Company without Cause pursuant to this Section 5.4, effective the Window Period, the Board may terminate the Executive's employment, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing Date of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice periodTermination, the Company shall (i) pay to the Executive in equal monthly installments, commencing within thirty days after the Date of Termination, a lump sum amount cash payment equal to twelve (12) months pay at the sum rate of (x) the Executive's Base Salary otherwise payable then in effect, and shall continue to provide the Executive with the benefits to which he was entitled pursuant to Sections 3.4.1, 3.4.3 and 3.4.4 (the "Benefits") immediately preceding such termination for a period of twelve months after the remaining Employment Term and (y) an amount Date of Termination. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plans, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Upon the termination of this Agreement pursuant to this Section 5.4, the Company shall pay to the Executive, within fifteen days after the Date of Termination, a bonus in a minimum amount determined by multiplying (i) the sum of all bonuses paid to the Highest Annual Bonus Executive for each the fiscal year ending immediately preceding the year in which the termination of employment occurs, by (ii) a fraction with a numerator equal to the number of weeks that the Executive was employed by the Company during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion termination of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executiveemployment occurs, and a denominator of fifty-two (iii) continue52). Thereafter, at except as provided in this Section 5.4, the Company's cost, all health obligation to pay compensation pursuant to this Agreement shall expire. In the event that as of the Date of Termination the Company has not contributed at least One Million Two Hundred and welfare benefits for Fifty Thousand Dollars ($1,250,000) to the Executive's spouse and dependents for the remaining Employment Term. FurtherPlan, the Company shall pay to the Executive, the difference between One Million Two Hundred and Fifty Thousand Dollars ($1,250,000) and the aggregate amount then contributed to the Plan, by making twelve (12) equal monthly payments until that entire differential amount has been paid, the first such payment to be made within fifteen days after the Date of Termination. Except as otherwise provided in this Section 5.4, the entitlement of the Executive all to benefits under the Benefit Plans or any other benefits to which the Executive has a vested right at the timebenefit plan described in Section 3.4, according to shall be determined in accordance with applicable law and the provisions of such plan; provided however, that if the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost Company's termination of such services as described in this Agreement pursuant to this Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment 5.4 is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for CauseQualifying Termination, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein 5.10 in lieu of of, and not in addition to, the benefits set forth in this Section 6.55.4.

Termination by the Company Without Cause. At all times during The Company shall have the Employment Term and outside the Window Period, the Board may terminate the Executive's employment, as provided under this Agreementright, at any time for reasons other than a suspension for Disability or a during the Term, to terminate the Executive’s employment with the Company without Cause by giving written notice to the Executive, which termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least shall be effective thirty (30) calendar days prior from the date of such written notice. The Company may provide 30 days pay in lieu of notice. If the Company terminates the Executive’s employment without Cause, the Company’s obligation to the Executive shall be limited solely to (i) unpaid Base Salary accrued up to the effective date of such termination. Upon termination plus any accrued but unpaid benefits to the effective date of such termination, following and any unpaid bonus earned in accordance with the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal then applicable bonus plan or program to the sum effective date of termination; (xii) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) a severance in an amount equal to the sum Executive’s then-current Base Salary for a period of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, eighteen (ii18) vest all long-term incentive awards of the Executive, months; and (iii) continueif Executive is eligible for and timely elects COBRA coverage for health insurance coverage, at payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, in a form to be prepared by the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company The severance shall pay the Executive all other benefits to which the Executive has a vested right at the time, be paid in equal installments according to the provisions normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date after the Company’s receipt of the governing plan signed general release of claims agreement and the expiration of any rescission period set forth in such agreement without rescission by Executive. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or programentity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. The Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company will also provide outplacement services or will reimburse a succeeding entity without Cause upon or within one year of a Change in Control at any time during the Executive for the cost of such services Term as described in Section 10 herein7 hereof. The Company and the Executive thereafter In such case, Section 7 of this Agreement shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5control.

Termination by the Company Without Cause. At all times during During the Employment Term and outside the Window Periodof this Agreement, the Board Company may terminate the Executive's employment, as provided under this Agreement, at employment for any time for reasons reason other than "Cause" upon sixty (60) days' prior written notice to the Executive. Upon such a suspension for Disability or a termination for Causetermination, by notifying the Executive in writing of addition to any earned but unpaid Base Salary, any accrued but unused vacation (if normally payable under the Company's intent to terminatepolicies), at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus any earned but unpaid annual bonus for the fiscal year in which ended prior to the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the ExecutiveTermination Date, and (iii) continue, at unreimbursed expenses through the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for CauseTermination Date, the Executive shall be entitled to receive severance pay in the amount of the sum of (a) the greater of (i) twelve (12) months of his monthly Base Salary then in effect or (ii) the Base Salary payable for the remainder of then-remaining Term, and (b) a prorated portion of the annual bonus otherwise payable to the Executive pursuant to the Annual Incentive Compensation Program for officers of Sequent for the year in which the termination occurs (calculated on actual performance for the year), with the proration calculated based on the number of days the Executive was actively employed by the Company during that year. Any outstanding restricted stock, stock options, stock appreciation rights, performance grants or other equity-based compensation grants or awards held by the Executive shall be governed by the terms of the plans under which they were granted; provided, that each stock option held by the Executive which was granted to him as a result of his voluntary conversion of an annual cash bonus payable to him under the Annual Incentive Compensation Program for officers of Sequent shall continue to become exercisable according to its schedule as granted, and, to the extent exercisable, shall remain exercisable, for a period ending on the earlier of (i) the original expiration date of the grant or award; or (ii) the date six (6) years following the Termination Date. In addition, the benefits provided to the Executive and his covered dependents pursuant to Sections 3.5 and 3.6 shall continue to be provided until the later of (i) the last day of the then- remaining Term, or (ii) the date one (1) year following the Termination Date, in the same manner and on the same cost basis as if the Executive remained an active employee (subject to any limitations on such continuation imposed by insurance carriers). The severance pay based on Base Salary provided for in this subsection shall be paid in a single sum cash payment within thirty (30) days after the Termination Date, contingent upon the Executive's execution of a general release, as described in Section 7.1 5.4. The severance pay based on annual bonus shall be payable to the Executive at the time that bonuses are paid to other Sequent executives for the year in which the termination occurs, contingent upon the Executive's execution of a release of all claims related to the bonus. The severance pay and benefits provided for herein shall be in lieu of any and all other payments, bonuses or other compensation to which the benefits set forth in this Section 6.5Executive may have been entitled.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board The Company may terminate the Executive's employment, ’s employment and this Agreement without Cause (as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, defined in Section 4(g)) by notifying providing written notice to the Executive in writing of the Company's intent to terminate, at least thirty fourteen (3014) calendar days prior to the effective date of such terminationtermination (the “Notice Period”). Upon During the effective date Notice Period, Executive shall continue to perform the duties of such termination, following Executive’s position and the expiration of Company shall continue to compensate Executive as set forth herein. Notwithstanding the thirty (30) day notice periodforegoing, the Company shall (i) pay will have the option of requiring Executive to immediately vacate the Company’s premises and cease performing Executive’s duties hereunder. If the Company so elects this option, then the Company will be obligated to compensate the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum duration of the Highest Annual Bonus for each fiscal year ending during Notice Period. In the remaining Employment Term plus for event Company terminates Executive’s employment and this Agreement without Cause and Executive executes a general release of all claims in a form prescribed by the fiscal year in which the remaining Employment Term would expireCompany and such Release becomes final, a prorata portion binding and irrevocable no more than 55 days after Executive’s termination of the Highest Annual Bonus for such partial fiscal year, employment (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further“Release”), the Company shall pay Executive a one-time lump sum payment equal to six (6) months of Executive’s Base Salary (the “Severance Payment”) within five (5) business days after the expiration of the applicable revocation period with respect to such Release; provided that if Executive’s employment is terminated on or after November 1 of any taxable year and prior to January 1 of the following taxable year, such Severance Payment shall not be paid to Executive until the beginning of the taxable year following the taxable year in which Executive’s employment is terminated but shall include all amounts that would otherwise have been paid to the Executive all other benefits to which during the Executive has a vested right at period beginning on the time, according to the provisions date of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during termination and ending on the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5Severance Payment date as if no delay had been imposed.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board Company may terminate the Executive's employment, ’s employment with or without Cause (as provided under this Agreement, defined in Section 6.2 below) at any time for reasons other than a suspension for Disability or a termination for during the period of Executive’s employment. If Company terminates Executive’s employment without Cause, by notifying Company shall, immediately after the Termination Date (as defined in Section 6.6 below), pay to Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay 12 months of his base Salary, (ii) annual target cash incentive bonus, in effect on the Executive a lump sum amount equal to the sum date of (x) the Executive's Base Salary otherwise payable for ’s separation from the remaining Employment Term and Company, (yiii) an amount equal to the sum a prorated portion of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus his target annual bonus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus calendar year completed prior to the Termination Date, and shall also pay Executive any amount equal to up to twelve (12) months on an after-tax basis, of the portion of the Executive’s applicable Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), premiums for such partial fiscal coverage that exceeds the amount that the Executive would have incurred in premiums for such coverage under the Company’s health plan if then employed by the Company; provided, however, the Company’s obligation shall only apply to the extent COBRA coverage is elected and in effect during such period for a period of 12 months in equal monthly installments following such termination (together the “Severance Payments”). Severance Payments made to Executive shall be in addition to any other benefits earned by Executive or to which Executive was entitled prior to such termination without Cause including, without limit, any vested stock options, any already earned but unpaid bonus for a prior completed year, any earned but unused vacation days, and the prompt reimbursement of any expenses incurred by the Executive on behalf of the Company prior to termination of employment, and any pro-rated bonus. A termination by the Executive for Good Reason shall be treated the same as a termination by the Company without Cause. “Good Reason” shall include, (a) Executive’s resignation from employment with the Company after the occurrence of any of the following events without Executive’s consent; (b) a material diminution in the Executive’s duties, title, or responsibilities from the duties, title, or responsibilities as of immediately prior to a Change in Control, provided, that a material diminution of the Executive’s duties, title, or responsibilities shall not be deemed to occur solely because the Company, through a Change in Control, has become a part of a larger organization; (c) a material reduction in the Executive’s Base Salary from the Base Salary as of immediately prior to a Change in Control; (d) a relocation of the Executive’s primary place of employment to a geographic area that increases the commute of the Executive by more than thirty-five (35) miles from the primary place of employment immediately prior to a Change in Control; or (e) failure of any successor corporation (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform under this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place; provided, that the foregoing events shall not be deemed to constitute Good Reason unless (i) the Executive has notified the Company in writing of the occurrence of such event(s) within sixty (60) days of such occurrence, (ii) vest all long-term incentive awards the Company has failed to have cure such event(s) within thirty (30) days of the Executiveits receipt of such written notice, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, Executive terminates employment within thirty (30) days of such failure of the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5cure.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board The Company may terminate the Executive's employment, as provided under this Agreement, Employee’s employment at any time for reasons other than a suspension for Disability or a termination for without Cause, by notifying the Executive in writing effective upon Employee’s receipt of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date written notice of such termination. Upon In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes and does not revoke an effective date Release of such terminationClaims as described in Section 7(g), following Employee shall be eligible for: (i) The Accrued Obligations; (ii) The Severance Benefits; (iii) At the expiration end of the thirty Severance Term, the Retention Bonus Amount; and (30iv) day notice periodIf such termination without Cause and the Date of Termination occur within eighteen (18) months after a Sale Event (as such term is defined in the Company’s 2010 Stock Option and Incentive Plan), acceleration of the vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the Date of Termination to exercise the vested equity awards. Notwithstanding the foregoing, the Severance Benefits shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of (i) pay the Executive Severance Benefits (and, in the case of such a lump sum amount equal termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum his execution of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion Release of the Highest Annual Bonus for such partial fiscal yearClaims, (ii) vest all long-term incentive awards of the ExecutiveAccrued Obligations, and (iii) continue, at the Company's cost, all health and welfare benefits for end of the Executive's spouse and dependents for the remaining Employment Severance Term. Further, the Company shall pay the Executive all other benefits Retention Bonus Amount, subject to which the Executive has a vested right at the time, according to the provisions his execution of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost Release of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this AgreementClaims. If the Executive's employment is terminated during Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Window Period by Company and/or hereby authorizes deductions from future Severance Benefit amounts.” at the Board for reasons other than a suspension for Disability or a termination for Causeend of the Severance Term, the Executive shall be entitled Retention Bonus Amount, subject to receive the benefits provided in Section 7.1 herein in lieu his execution of the benefits set forth in this Section 6.5Release of Claims.”

Termination by the Company Without Cause. At all times during Except as provided in Section 6(d) or 6(h), if for any reason the Company wishes to terminate the Employment Term Period and outside the Window Period, the Board may terminate the Executive's employment’s employment hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30i) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall give notice (ithe “Termination Notice”) pay to the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for stating such partial fiscal yearintention, (ii) vest all long-term incentive awards of the ExecutiveEmployment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) continuea severance period shall commence upon such Termination Date for a period of 18 months (such period, at the “Severance Period”). During the Severance Period, the Executive shall (1) continue to receive the Base Salary under Section 3(a)(i) and to be reimbursed for any reasonable expenses incurred by the Executive in the performance of any of his continuing obligations hereunder, (2) be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the bonus paid the Executive for the performance period immediately prior to the year in which the Termination Notice is given and paid on the last day of each calendar year during the Severance Period) and (3) the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company's cost, all health ’s long-term disability and welfare benefits for life insurance plans) of this Agreement as if the Executive's spouse and Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents for the remaining Employment Term. Furthercontinued participation, the Company shall pay the Executive all other benefits to Executive, quarterly, an amount which after-tax will keep him in the Executive has a vested right at the time, according to the provisions of the governing plan or programsame economic position as if he and/or his eligible dependents had continued in such plans and/or programs. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for CauseIn addition, the Executive shall be entitled to receive (x) accelerated vesting upon the benefits provided in Section 7.1 herein in lieu Termination Date of all outstanding equity awards, with all outstanding stock options or stock appreciation rights granted to the Executive remaining exercisable for no less than two years or the remainder of the original term, if shorter, (y) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the date of his termination of employment and (z) any other rights, benefits set forth or entitlements in accordance with this Section 6.5Agreement or any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates.

Termination by the Company Without Cause. At all times any time during the Employment Term and outside the Window PeriodTerm, the Board Company may terminate this Agreement and Executive’s employment with the Executive's employment, as provided under this Agreement, at Company without Cause for any time for reasons other than a suspension for Disability reason or a termination for Cause, no reason by notifying the Executive in writing of the Company's intent ’s termination without Cause, specifying in such notice the effective termination date, and this Agreement and Executive’s employment with the Company shall terminate at the end of the day on the termination date specified in the Company’s notice (or such other date as may be mutually agreed upon by the Company and Executive). Upon termination of Executive’s employment by the Company without Cause, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall immediately terminate, at least thirty except: (30a) calendar days prior the effective date Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such termination. Upon other payments and benefits, if any, which have accrued and vested hereunder before the effective date termination date; and (c) subject to Sections 7.8 and 7.9 of such termination, following the expiration of the thirty (30) day notice periodthis Agreement, the Company shall provide Executive with the following severance benefits: (i) the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination for a period of nine (9) months after the employment termination (the "Severance Period"); (ii) during the Severance Period, the Company will pay Executive a lump sum an additional monthly severance amount equal to one-twelfth (1/12) of the sum of average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (x) or if Executive was not employed with the Executive's Base Salary otherwise payable Company for the remaining Employment Term and (y) an amount equal to last three fiscal years, the sum average shall be calculated using the number of fiscal years Executive has been employed with the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, Company); and (iii) continueduring the Severance Period, at the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate. For purposes of this Agreement, the term "COBRA Premium Rate" means the monthly amount charged, as of the termination date, for COBRA continuation coverage under the Company's cost, all health group medical and welfare benefits dental plans for the Executive's spouse coverage options and coverage levels applicable to Executive and his covered dependents for immediately prior to the remaining Employment Termtermination date. FurtherSubject to Sections 7.8 and 7.9, the Company shall will pay the Executive foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all other benefits such severance payments shall be subject to which all applicable payroll tax withholdings. Other than the Executive has a vested right at foregoing, the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations to Executive under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu 5 of the benefits set forth in this Section 6.5.20

Termination by the Company Without Cause. At all times during If (i) the Employment Term -------------------------------------------- Employee is terminated by the Company for any reason other than for Cause, Disability or death, (ii) if the Employee is terminated by the Company for what the Company believes is Cause or Disability, and outside it is ultimately determined that the Window PeriodEmployee was terminated without Cause or Disability, the Board may terminate the Executive's employmentEmployee shall be entitled to receive, as provided under this Agreementseverance, his/her Base Salary for a period of one year following the Termination Date; provided, however, that if such termination occurs at any time within one year after the occurrence of, or in contemplation of, a Change of Control then Employee shall be entitled to receive his/her Base Salary for reasons other than a suspension for Disability or a termination for Cause, by notifying period of one year following the Executive Termination Date. Such payment of Base Salary shall be made in writing accordance with the normal payroll practices of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date net of such terminationapplicable taxes, tax withholdings and employee portions of medical and dental insurance premiums, if any. Upon the effective date of such termination, following the expiration of the thirty (30) day notice During this period, the Company shall (i) also continue to pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata Company portion of the Highest Annual Bonus for such partial fiscal yearpremiums, (ii) vest all long-term incentive awards of the Executiveif any, to continue medical and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according dental coverage pursuant to the provisions of the governing existing plan or programof the Consolidated Omnibus Budget Reconciliation Act. The During this period, the Company will also provide outplacement services or continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will reimburse pay to the Executive Employee the fringe benefits pursuant to section 5 which have accrued prior to the Termination Date. Incentive bonus, in any, for the cost year of such services as described termination will be prorated based on the Termination Date and paid in Section 10 hereinaccordance with the annual bonus payment schedule. The Notwithstanding the forgoing, the Company shall not be obligated to make any of the payments or provide the other benefits called for by this section 6(d) unless (i) Employee signs a waiver and release of all claims against the Company, the Parent Company and its subsidiaries in a form acceptable to the Executive thereafter shall have no further obligations under Company, and (ii) Employee is not in breach of this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5including sections 7 and 8.

Termination by the Company Without Cause. At all times any time during the Employment Term and outside the Window PeriodTerm, the Board Company may terminate this Agreement and Executive’s employment with the Executive's employment, as provided under this Agreement, at Company without Cause for any time for reasons other than a suspension for Disability reason or a termination for Cause, no reason by notifying the Executive in writing of the Company's intent ’s termination without Cause, specifying in such notice the effective termination date, and this Agreement and Executive’s employment with the Company shall terminate at the end of the day on the termination date specified in the Company’s notice (or such other date as may be mutually agreed upon by the Company and Executive). Upon termination of Executive’s employment by the Company without Cause, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall immediately terminate, at least thirty except: (30a) calendar days prior the effective date Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such termination. Upon other payments and benefits, if any, which have accrued and vested hereunder before the effective date termination date; and (c) subject to Sections 7.8 and 7.9 of such termination, following the expiration of the thirty (30) day notice periodthis Agreement, the Company shall provide Executive with the following severance benefits: (i) the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination for a period of nine (9) months after the employment termination (the "Severance Period"); (ii) during the Severance Period, the Company will pay Executive a lump sum an additional monthly severance amount equal to one-twelfth (1/12) of the sum of average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (x) or if Executive was not employed with the Executive's Base Salary otherwise payable Company for the remaining Employment Term and (y) an amount equal to last three fiscal years, the sum average shall be calculated using the number of fiscal years Executive has been employed with the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, Company); and (iii) continueduring the Severance Period, at the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate. For purposes of this Agreement, the term "COBRA Premium Rate" means the monthly amount charged, as of the termination date, for COBRA continuation coverage under the Company's cost, all health group medical and welfare benefits dental plans for the Executive's spouse coverage options and coverage levels applicable to Executive and his covered dependents for immediately prior to the remaining Employment Termtermination date. FurtherSubject to Sections 7.8 and 7.9, the Company shall will pay the Executive foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all other benefits such severance payments shall be subject to which all applicable payroll tax withholdings. Other than the Executive has a vested right at foregoing, the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations to Executive under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu 4 of the benefits set forth in this Section 6.5.20

Termination by the Company Without Cause. At all times during In the Employment Term and outside the Window Period, the Board may terminate the event that ---------------------------------------- Executive's employment, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, employment is terminated by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company without cause pursuant to Section 7.2.1 or Section 7.2.2, Executive shall be entitled to severance pay as follows: (i) pay the Executive a lump sum amount equal if such termination occurs prior to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) December 31, 1998, an amount equal to his then base monthly salary under Section 4.1 for the sum remainder of the Highest Annual Bonus Term, but in no event more than the base monthly salary payable to Executive under Section 4.1 for each fiscal year ending during nine (9) months, payable at the remaining Employment Term plus for the fiscal year election of Executive in which the remaining Employment Term would expirea lump sum or in installments, a prorata portion of the Highest Annual Bonus for such partial fiscal yearwithout interest, and (ii) vest all long-term incentive awards if such termination occurs at any time after December 31, 1998, an amount equal to his then base monthly salary under Section 4.1 for the remainder of the ExecutiveTerm, but in no event more than the base monthly salary payable to Executive under Section 4.1 for six (6) months, payable at the election of the Executive in a lump sum or in installments, without interest, and (iii) continueif such termination occurs at any time, at the Company's costmaximum permissible Bonus Compensation which Executive had earned as of the date of termination of his employment, all health determined in accordance with the terms and welfare benefits conditions of Section 4.2 above for the Executive's spouse year in which such termination occurs, pro rated through the date of termination on a per diem basis, and dependents (iv) continuation of the "other benefits" referred to in Section 4.3 for the remaining Employment Termlesser of the following periods (which lesser period is sometimes referred to as the "Severance Period"): (A) the remainder of the Term or (B) the nine (9) month or six (6) month period referred to in subparagraphs (i) or (ii) above, whichever is applicable. FurtherFurthermore, the within ten (10) business days after such termination, Company shall pay to Executive a per diem amount based upon such salary for any accrued vacation days not previously taken by Executive in the Executive all other benefits to calendar year in which the Executive has a vested right at the time, according to the provisions of the governing plan or programtermination occurs. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall not be entitled to receive any other compensation or benefits otherwise payable under this Agreement and shall not be entitled to any other severance or similar pay; provided, however, that Company shall reimburse Executive for expenses incurred through the benefits provided termination date in accordance with the provisions of Section 7.1 herein in lieu of the benefits set forth in this Section 6.5.4.4 above. 7.5.3

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the Executive's employment, as provided under this AgreementThe Company may, at any time for reasons other than a suspension for Disability or a termination for and without prior written notice, terminate the Executive’s employment without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, by notifying the Executive in writing of shall receive the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term Accrued Benefits and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata any unpaid portion of the Highest Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such partial fiscal year, (ii) vest all long-term incentive awards and in no event later than March 15 of the Executive, and (iii) continue, at year following the Company's cost, all health and welfare benefits year for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at Annual Bonus was earned). In addition, if the time, according termination without Cause is prior to the provisions fourth anniversary of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for CauseEffective Date, the Executive shall be entitled to receive from the Company (i) severance payments totaling his then-effective base salary, paid in equal installments according to the Company’s regular payroll schedule over the twelve (12) months following the Date of Termination (the “Severance Period”), and (ii) an amount equal to the “COBRA” premium for as long as the Executive and, if applicable, the Executive’s dependents are eligible for COBRA from the Company. The Executive’s entitlement to the severance payments and benefits provided in Section 7.1 herein the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a mutual release of claims substantially in lieu the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the benefits Executive’s compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 6.55(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b).

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the The Executive's employment, as provided ’s employment under this Agreement, Agreement may be terminated by the Company at any time for reasons other than a suspension for Disability or without “Cause” (as defined in Section 6(b)) by the Company upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment, by notifying all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in writing of a form and manner satisfactory to the Company's intent to terminate, at least thirty (30) calendar days prior including a mutual obligation of non-disparagement, and the effective date lapse of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice any statutory revocation period, the Company shall (i) continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a lump sum amount equal period of twelve (12) months from the Date of Termination; (ii) shall pay to the sum of (x) Executive in monthly installments over the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) next year, an amount equal to the sum Executive’s cash bonus, if any, received in respect of the Highest Annual Bonus for each fiscal immediately preceding year ending during pursuant to Section 4(b) beginning with the remaining Employment Term plus for first payroll date that begins thirty (30) days after the fiscal year in which the remaining Employment Term would expire, a prorata portion Date of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and Termination; (iii) continue, shall pay 100% of the costs to provide up to twelve (12) months of outplacement support services at the Company's cost, all health and welfare benefits a level appropriate for the Executive's spouse ’s title and dependents for the remaining Employment Term. Further, the Company responsibility; and (iv) shall pay provide the Executive all other benefits to which with health and dental insurance continuation at a level consistent with the level and type the Executive has a vested right had in place at the time, according to time of termination for a period of twelve (12) months from the provisions Date of Termination. For purposes of Section 409A of the governing plan or program. The Company will also provide outplacement services or will reimburse Internal Revenue Code of 1986, as amended (the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause“Code”), the Executive each monthly payment shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5considered a separate payment.

Termination by the Company Without Cause. At all times during Except as provided in Section 6(d) or 6(h), if for any reason the Company wishes to terminate the Employment Term Period and outside the Window Period, the Board may terminate the Executive's employment’s employment hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30i) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall give notice (ithe “Termination Notice”) pay to the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for stating such partial fiscal yearintention, (ii) vest all long-term incentive awards of the ExecutiveEmployment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) continuea severance period shall commence upon such Termination Date for a period of twenty-four months (such period, at the “Severance Period”). During the Severance Period, the Executive shall (1) continue to receive the Base Salary under Section 3(a) and to be reimbursed for any reasonable expenses incurred by the Executive in the performance of any of his continuing obligations hereunder, (2) shall be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the bonus paid the Executive for the performance period immediately prior to the year in which the Termination Notice is given and paid on the last day of each calendar year during the Severance Period) and (3) the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company's cost, all health ’s long-term disability and welfare benefits for life insurance plans) of this Agreement as if the Executive's spouse and Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents for the remaining Employment Term. Furthercontinued participation, the Company shall pay the Executive all other benefits to Executive, quarterly, an amount which after-tax will keep him in the Executive has a vested right at the time, according to the provisions of the governing plan or programsame economic position as if he and/or his eligible dependents had continued in such plans and/or programs. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for CauseIn addition, the Executive shall be entitled to receive (x) accelerated vesting upon the benefits provided in Section 7.1 herein in lieu Termination Date of all outstanding equity awards, with all outstanding stock options or stock appreciation rights granted to the Executive remaining exercisable for no less than two years or the remainder of the original term, if shorter, (y) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the date of his termination of employment and (z) any other rights, benefits set forth or entitlements in accordance with this Section 6.5Agreement or any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board The Company may terminate the Executive's employment, as provided under this Agreement, ’s employment at any time for reasons without Cause, given 60 days’ notice (or pay in lieu thereof). In the event that, during the Term, Executive’s employment is terminated by the Company without Cause (other than a suspension due to death or Disability), Executive shall be eligible for Disability or a termination for Causethe Accrued Obligations and, by notifying the provided that Executive in writing of the Company's intent to terminate, at least thirty fully executes (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (xand does not revoke) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum Release of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services Claims as described in Section 10 herein7(g), Executive shall also be eligible for (i) the Severance Benefits and (ii) reimbursement for Executive’s (and Executive’s eligible dependents’) health care continuation (COBRA) premiums for 6 months following such termination (provided that (A) such COBRA benefits shall not be provided beyond the date on which Executive obtains comparable coverage from a subsequent employer and (B) such benefits shall not be provided to the extent that the Company determines that it would result in any fine, penalty or violation of law for being a discriminatory benefit or otherwise) (the “COBRA Benefits”). The Company Notwithstanding the foregoing, the Severance Benefits and the Executive thereafter COBRA Benefits shall immediately terminate, and the Company shall have no further obligations under this Agreementto Executive with respect thereto, and any Severance Benefits and COBRA Benefits that were provided will be reimbursed or repaid promptly by Executive to the Company, in the event that Executive breaches any provision of the Confidentiality and Invention Assignment Agreement or the Release of Claims. If Any such termination, reimbursement or repayment of Severance Benefits or COBRA Benefits shall have no effect on the Release of Claims or any of Executive's ’s post-employment is terminated during obligations to the Window Period Company. Following termination of Executive’s employment by the Board for reasons other than a suspension for Disability or a termination for Company without Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits except as set forth in this Section 6.57(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the COBRA Benefits, subject to Executive’s execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Termination by the Company Without Cause. At The Executive acknowledges that he is, has been and will continue at all times during to be an at-will employee of the Employment Term Company and outside as such his employment has been and continues to be terminable by either the Window PeriodExecutive or the Company at any time upon notice to the other and for any reason not prohibited by law. However, if the Board may terminate Company terminates the Executive's employmentemployment and this Agreement without Cause (as defined in Section 2.5 hereof), the Company will in lieu of any severance which may otherwise be payable, continue to pay to the Executive for twenty-four (24) full calendar months following the date of such termination his monthly base salary at the rate in effect as of the date of such termination in accordance with the Company's normal payroll practices. In addition,the Company throughout such twenty-four (24) calendar month period will continue the Executive's life insurance and health care benefits coverage on the same terms and at the same cost to the Executive as would be applicable to a similarly situated full-time employee provided however, that in the event the Executive begins to receive comparable life insurance and health care benefits (determined at the sole discretion of the Company) from a subsequent employer during such twenty- four (24) month period, the Company may immediately terminate its life insurance and health care benefits coverage of the Executive. Coverage under the Company's health care benefits plan will be in lieu of health care continuation under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for periods such coverage is in effect under this Agreement, at any time for reasons other than a suspension for Disability or a . Following such termination for of the Executive's employment without Cause, by notifying the Company will pay for the costs of outplacement services on behalf of the Executive in writing provided however, that the total fee paid will be limited to an amount equal to fifteen percent (15%) of the CompanyExecutive's intent to terminate, at least thirty (30) calendar days prior annual base salary rate as of the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the The Company shall (i) will also continue to be obligated to pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive when due all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing any applicable retirement or other benefit plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall will have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5.

Termination by the Company Without Cause. At The Company may terminate Executive’s employment at any time without Cause by delivering a notice of termination to the Executive. In the event that Executive’s employment is terminated by the Company without Cause, the Company may take one of two actions: (1) the Company may continue to pay Executive his Salary and all times during other social benefits as well as bonuses and other incentives which Executive earns pursuant to this Agreement and applicable law, in each case, for the Employment Term duration of the Notice Period, and outside Executive will continue to work on a normal schedule for the Window duration of the Notice Period; or (2) in lieu of requiring Executive to provide services throughout the Notice Period, the Board Company may terminate the Executive's employment, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continueelect, at the Company's cost’s sole discretion, all health and welfare benefits for to terminate the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right ’s employment immediately or at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated any time during the Window Period by Notice Period, provided that in such event, even though Executive is not actively employed during the Board for reasons other than a suspension for Disability or a termination for CauseNotice Period, the Executive shall be entitled to receive from the benefits provided Company a lump sum cash payment equal to Executive’s Salary and the employer contribution to the social contributions and other mandatory rights for any such portion of the remaining Notice Period as though the Executive continued to be actively employed by the Company (“Payment in Lieu of Notice”). Upon a termination without Cause, (a) the Executive will be paid any applicable STIP Bonus payments, which shall be calculated as described in Section 7.1 herein in lieu 10.2 below; and (b) for each outstanding award of Executive that remains subject to vesting under the LTIP as of the benefits set forth termination date: (i) any such performance-based award shall vest based on actual performance, as of the date of determination by the Committee after the end of the completed performance cycle for such award of the level of such performance achieved, and be pro-rated for the number of calendar days that the Executive was employed during the maximum vesting period applicable to the award, and shall be payable in this Section 6.5accordance with the LTIP and applicable award agreement; and (ii) any such time-based award shall vest on the Termination Date in an amount that is pro-rated for the number of calendar days that the Executive was employed during the vesting period, and shall be payable in accordance with the LTIP and applicable award agreement. In addition, the Company will release the Policy and Study Fund.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board The Company may terminate the Executive's employment, as provided under this Agreement, Employee’s employment at any time for reasons other than a suspension for Disability or a termination for without Cause, by notifying the Executive in writing effective upon Employee’s receipt of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date written notice of such termination. Upon In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes and does not revoke an effective date Release of such terminationClaims as described in Section 7(g), following Employee shall be eligible for: (i) The Accrued Obligations; (ii) The Severance Benefits; (iii) At the expiration end of the thirty Severance Term, the Retention Bonus Amount; and (30iv) day notice periodIf such termination without Cause and the Date of Termination occur within eighteen (18) months after a Sale Event (as such term is defined in the Company’s 2010 Stock Option and Incentive Plan), acceleration of the vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the Date of Termination to exercise the vested equity awards. Notwithstanding the foregoing, the Severance Benefits shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of (i) pay the Executive Severance Benefits (and, in the case of such a lump sum amount equal termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum his execution of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion Release of the Highest Annual Bonus for such partial fiscal yearClaims, (ii) vest all long-term incentive awards of the ExecutiveAccrued Obligations, and (iii) continue, at the Company's cost, all health and welfare benefits for end of the Executive's spouse and dependents for the remaining Employment Severance Term. Further, the Company shall pay the Executive all other benefits Retention Bonus Amount, subject to which the Executive has a vested right at the time, according to the provisions his execution of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost Release of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this AgreementClaims. If the Executive's employment is terminated during Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5Company and/or hereby authorizes deductions from future Severance Benefit amounts.”

Termination by the Company Without Cause. At all times any time during the Employment Term and outside the Window PeriodTerm, the Board Company may terminate this Agreement and Executive’s employment with the Executive's employment, as provided under this Agreement, at Company without Cause for any time for reasons other than a suspension for Disability reason or a termination for Cause, no reason by notifying the Executive in writing of the Company's intent ’s termination without Cause, specifying in such notice the effective termination date, and this Agreement and Executive’s employment with the Company shall terminate at the end of the day on the termination date specified in the Company’s notice (or such other date as may be mutually agreed upon by the Company and Executive). Upon termination of Executive’s employment by the Company without Cause, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall immediately terminate, at least thirty except: (30a) calendar days prior the effective date Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such termination. Upon other payments and benefits, if any, which have accrued and vested hereunder before the effective date termination date; and (c) subject to Sections 7.8 and 7.9 of such termination, following the expiration of the thirty (30) day notice periodthis Agreement, the Company shall provide Executive with the following severance benefits: (i) the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination for a period of twelve (12) months after the employment termination (the "Severance Period"); (ii) during the Severance Period, the Company will pay Executive a lump sum an additional monthly severance amount equal to one-twelfth (1/12) of the sum of average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (x) or if Executive was not employed with the Executive's Base Salary otherwise payable Company for the remaining Employment Term and (y) an amount equal to last three fiscal years, the sum average shall be calculated using the number of fiscal years Executive has been employed with the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, Company); and (iii) continueduring the Severance Period, at the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate. For purposes of this Agreement, the term "COBRA Premium Rate" means the monthly amount charged, as of the termination date, for COBRA continuation coverage under the Company's cost, all health group medical and welfare benefits dental plans for the Executive's spouse coverage options and coverage levels applicable to Executive and his covered dependents for immediately prior to the remaining Employment Termtermination date. FurtherSubject to Sections 7.8 and 7.9, the Company shall will pay the Executive foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all other benefits such severance payments shall be subject to which all applicable payroll tax withholdings. Other than the Executive has a vested right at foregoing, the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations to Executive under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu 5 of the benefits set forth in this Section 6.5.20

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board The Company may terminate the Executive's employment, as provided under this Agreement, ’s employment at any time for reasons without Cause, immediately upon written notice thereof or on such later date as may be set forth in the notice of termination. In the event that, during the Term, Executive’s employment is terminated by the Company without Cause (other than a suspension due to death or Disability), Executive shall be eligible for Disability or a termination for Causethe Accrued Obligations, by notifying the and, provided that Executive in writing of the Company's intent to terminate, at least thirty fully executes (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (xand does not revoke) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum Release of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services Claims as described in Section 10 herein7(h), Executive shall also be eligible for (i) the Severance Benefits and (ii) reimbursement for Executive’s (and Executive’s eligible dependents’) health care continuation (COBRA) premiums for twelve (12) months following such termination (provided that (A) such COBRA benefits shall not be provided beyond the date on which Executive obtains comparable coverage from a subsequent employer and (B) such benefits shall not be provided to the extent that the Company determines that it would result in any fine, penalty or violation of law for being a discriminatory benefit or otherwise) (the “COBRA Benefits”). The Company Notwithstanding the foregoing, the Severance Benefits and the Executive thereafter COBRA Benefits shall immediately terminate, and the Company shall have no further obligations under this Agreementto Executive with respect thereto, and any Severance Benefits and COBRA Benefits that were provided will be reimbursed or repaid promptly by Executive to the Company (except that Executive may retain the first $1,000 of Severance Benefits, which Executive acknowledges and agrees will be adequate consideration for the Release of Claims), in the event that Executive breaches any provision of the Confidentiality and Invention Assignment Agreement or the Release of Claims. If Any such termination, reimbursement or repayment of Severance Benefits or COBRA Benefits shall have no effect on the Release of Claims or any of Executive's ’s post-employment is terminated during obligations to the Window Period Company. Following termination of Executive’s employment by the Board for reasons other than a suspension for Disability or a termination for Company without Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits except as set forth in this Section 6.57(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the COBRA Benefits, subject to Executive’s execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the Executive's employment, Except as provided under this Agreementbelow, at any time for reasons other than a suspension for Disability or a termination for if the Company terminates the employment of the Executive without Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the from and after such effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal shall no longer be entitled to the sum of (x) the Executive's receive any Base Salary Salary, bonus or equity awards, or other amounts or benefits otherwise payable for hereunder, except such continuation and/or conversion rights as required by law or provided under the remaining Employment Term and (y) an amount equal to the sum terms of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the any Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing sponsored employee benefit plan or program. The Company will also provide outplacement services or will reimburse agreement executed by the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this AgreementExecutive. If Notwithstanding the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Causeforegoing, the Executive shall be entitled to receive the benefits following: Any previously earned and accrued but unpaid Base Salary up to the Executive's date of termination (the "Accrued Base Salary"); Any unpaid bonus for the calendar year prior to the year in which the termination occurs which may be owed pursuant to the terms of the Bonus Plan described in Section III.b. above (the "Accrued Bonus"); Subject to the provisions of Section VIII.f., a lump sum severance payment in an amount equal to one and five tenths (1.5) times the Executive's Base Salary in effect immediately preceding the date of termination (the "Severance Benefit"); and All equity awards shall be treated in accordance with the terms of the 2005 Plan or such other applicable equity plan of the Company or agreement executed by the Company and the Executive as the same may be in effect from time to time, as applicable, that control such equity awards. The Company shall, subject to Section III.b., Section IX.k. and the terms and conditions of any applicable plan document(s) or agreement(s), pay all amounts due under this Section VIII.b. within sixty (60) days following the Executive's effective date of termination. Nothing above shall be construed as requiring a payment under the Bonus Plan that would not otherwise be required to made under the terms of the Bonus Plan. Notwithstanding the foregoing, if the Company terminates the employment of the Executive without Cause following a Change of Control (as defined in the CC Plan as in effect from time to time), then the Executive shall be entitled only to the payments and rights as provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5VII.

Termination by the Company Without Cause. At all times during The Company shall have the Employment Term and outside the Window Period, the Board may terminate the Executive's employment, as provided under this Agreementright, at any time for reasons other than a suspension for Disability or a during the Term, to terminate the Executive’s employment with the Company without Cause by giving written notice to the Executive, which termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least shall be effective thirty (30) calendar days prior from the date of such written notice. The Company may provide 30 days pay in lieu of notice. If the Company terminates the Executive’s employment without Cause, the Company’s obligation to the Executive shall be limited solely to (i) unpaid Base Salary plus any bonus and benefits accrued up to the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty ; (30ii) day notice period, the Company shall (i) pay the Executive a lump sum amount payments equal to the sum of (x) the Executive's ’s then-current Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum remainder of the Highest Annual Bonus three (3) year term or for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expirea period of twelve (12) months, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, whichever is greater; and (iii) continueif Executive is eligible for and timely elects COBRA coverage, at payment of Executive’s COBRA premiums for a period of up to twelve (12) months. As a condition to his receipt of the post-employment payments and benefits under this Section 6(c), Executive shall be in compliance with Section 5 of this Agreement, and required to execute, return, not rescind and comply with a release of claims agreement in favor of the Company's cost, all health and welfare benefits for in a form to be prepared by the Company. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive's spouse and dependents for ’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the remaining Employment Term. Further, payment obligations of the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according hereunder. Notwithstanding anything herein to the provisions contrary, this 6(c) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change in Control at any time during the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services Term as described in Section 10 herein7 hereof. The Company and the Executive thereafter In such case, Section 7 of this Agreement shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5control.

Termination by the Company Without Cause. At all times during The Company has the Employment Term and outside the Window Period, the Board may right to terminate the Executive's employment, as provided under this Agreement, employment at any time for reasons other than a suspension for Disability or without Cause. The Company shall give written notice to Executive of a termination for without Cause, . Such notice shall be given by notifying the Executive in writing of the Company's intent to terminate, at least most senior officer or any member of the Board. Such termination will be effective thirty (30) calendar days prior after Executive receives such notice. In the effective date of Company's sole discretion, the Company may require that Executive continue performing such termination. Upon the effective date of such termination, following the expiration of duties as may reasonably be assigned to Executive for the thirty (30) day days after Executive receives notice period, the Company shall (i) pay the Executive of a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreementtermination without Cause. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for without Cause, for the Post-Employment Period, Executive shall will be entitled to (i) "Severance Pay" and (ii) the payment by the Company of Executive's premiums with respect to health insurance coverage under COBRA. As used herein, "Severance Pay" means an amount, in the aggregate, equal to Executive's then current base salary, not including bonus payments, equity awards, expense reimbursements, or any other form of compensation or benefits, payable over the Post-Employment Period. Executive will receive the benefits provided Severance Pay in Section 7.1 herein in lieu equal payments over the course of the benefits Post-Employment Period, paid in accordance with the Company's normal payroll practices. Executive will not be eligible for, nor will Executive have any right to receive, any other severance from the Company. Specifically, during the Post-Employment Period, Executive will not be eligible for, nor will Executive have any right to receive, expense reimbursement, bonus payments of any nature, equity awards, or any other payment or benefit of any nature other than the Severance Pay set forth above, except for compensation earned with respect to services performed prior to the date of termination and, to the extent not previously paid, reimbursement of any expenses incurred by Executive prior to the date of termination in the normal course consistent with the Company's Policies. Executive acknowledges and agrees that if the Company terminates Executive's employment without Cause, Executive has continuing post-employment obligations and restrictions under this Agreement after the termination of employment, including, but not limited to, the obligations and restrictions contained in Paragraphs 7, 8 and 20 of this Agreement. Executive's compliance with these post-employment obligations and restrictions is mandatory condition precedent to Executive's right to receive any portion of the Severance Pay. Should Executive breach any such post-employment obligations and restrictions, the Company will immediately cease making payments of the Severance Pay. If the Company fails to pay any severance payments within thirty (30) days of the relevant due date, Executive shall immediately be released from all post-employment obligations and restrictions set forth in this Section 6.5Paragraph 7 above.

Termination by the Company Without Cause. At all times during The Executive's ---------------------------------------- employment hereunder may be terminated without Cause by the Employment Term and outside Company upon written notice to the Window PeriodExecutive, provided, however, that if the Board may terminate Company terminates the Executive's employmentemployment without Cause, or the Executive terminates his employment for Good Reason, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice perioddefined below, the Company shall (i) continue to pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable and shall reimburse medical and dental premiums, under the same conditions as exist at the time of termination, for the remaining Employment Term and (y) an amount equal to the sum a severance period of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal yearfifteen months, (ii) vest all long-term incentive awards pay to the Executive a prorated portion of the ExecutiveBonus to which Executive would otherwise have been entitled based on performance through the calendar quarter in which the termination has occurred, and (iii) continuereimburse Executive for corporate expenses for which Executive would otherwise be entitled, at (iv) cause any unvested Options granted to the Executive to immediately vest, (v) pay Executive for any accrued but unused vacation and (vi) reimburse Executive for any expenses reasonably incurred by him in connection with his and his family's repatriation to the United Kingdom. The Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Section 6.2(b) are not subject to any right of setoff and impose no duty to mitigate on Executive. As a condition of receiving severance benefits pursuant to this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled execute and deliver to receive the Company prior to his receipt of such benefits provided a general release in Section 7.1 herein in lieu of substantially the benefits form set forth in Annex a hereto. The obligations of the Company under this Section 6.56.2(b) are subject to Executive's compliance with Sections 7, 8, 9 and 10 hereof.

Termination by the Company Without Cause. At all times during Notwithstanding anything to the Employment Term and outside contrary contained in this Agreement or the Window PeriodOffer Letter, the Board may terminate the Executive's employment, as provided under this Agreement, employment may be terminated at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan without cause or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreementreason. If the Executive's employment is terminated during the Window Period by the Board Company without cause or reason prior to the expiration of the Initial Term, then (i) the Company shall pay to Executive within thirty (30) days after the date of such termination Executive's "Accrued Compensation" (as defined in Section 6(e) below); and (ii) the Company shall pay to Executive within thirty (30) days after the date of such termination severance in a lump sum payment equal to one hundred and fifty percent (150%) of the then current Annual Base Salary. If Executive's employment is terminated by the Company as of the end of the Initial Term by reason of non-renewal pursuant to a Notice of Non-Renewal, then (i)the Company shall pay to Executive within thirty (30) days after the date of such termination Executive's "Accrued Compensation" (as defined in Section 6(e) below); and (ii) the Company shall pay to Executive within thirty (30) days after the date of such termination severance in a lump sum payment equal to one hundred percent (100%) of the then current Annual Base Salary. If Executive's employment is terminated by the Company without cause during an Extended Year or if Executive's employment is terminated by the Company as of the end of any Extended Year by reason of non-renewal pursuant to a Notice of Non-Renewal, then (i) the Company shall pay to Executive within thirty (30) days after the date of such termination Executive's "Accrued Compensation" (as defined in Section 6(e) below); and (ii) the Company shall pay to Executive within thirty (30) days after the date of such termination severance in a lump sum payment equal to one hundred percent (100%) of the then current Annual Base Salary. Executive shall not be entitled to receive any other compensation, severance or similar pay under this Agreement or the Offer Letter, or under any severance or similar plan of the Company or Korn/Ferry, or otherwise, provided, however, that Company shall reimburse Executive for reasons other than a suspension for Disability expenses incurred through the Termination Date. Notwithstanding anything contained in this Agreement or a termination for Causethe Offer Letter to the contrary, the severance payments provided for in this Section 6(d) shall only be payable if Executive executes and delivers to the Company a general release agreement in favor of the Company and Korn/Ferry (and their Affiliates), in form and substance satisfactory to the Company. If Executive fails, refuses or neglects to execute and deliver such a general release agreement, Executive shall not be entitled to receive the benefits severance payments provided in for under this Section 7.1 herein in lieu 6(d) and shall not be entitled to receive any other compensation, severance or similar pay under this Agreement or the Offer Letter, or under any severance or similar plan of the benefits set forth in this Section 6.5company or Korn/Ferry, or otherwise.

Termination by the Company Without Cause. At all times during Company shall have the Employment Term and outside right to terminate Executive’s employment hereunder “without cause” by giving Executive written notice to that effect. Any such termination of employment shall be effective on the Window Period, date specified in such notice. In the Board may terminate the Executive's employment, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date event of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the termination for which Executive a lump sum is entitled to be reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to the sum one-twelfth of (x) the Executive's his then adjusted Base Salary otherwise payable for the remaining Employment Term period commencing on the date following the date of termination and ending on the date following the effective date of termination; (yiii) pay Executive an amount equal to the sum a pro-rata portion of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus that would otherwise have been payable to Executive for the fiscal year Fiscal Year in which the remaining Employment Term termination occurs, determined in the same manner and payable at the same time as such Annual Bonus would expireotherwise have been payable had Executive’s employment not terminated, with such pro-ration to be determined based on the number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to 12 months; and (iv) cause to become vested a prorata pro-rata portion of the Highest Annual Bonus for such partial fiscal yearawards granted to Executive under Section 4.5 of the Existing Employment Agreement, equal to the quotient of (i) the number of full months that have transpired between the Effective Date and the date of termination, divided by (ii) vest all long-term incentive awards of the Executive36; provided, and (iii) continuehowever, at the Company's costthat without limiting any other remedy available hereunder, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company obligations described in this Section 8.1 shall pay the Executive all other benefits to which the immediately terminate upon a judge’s determination that Executive has a vested right at the time, according to breached the provisions of the governing plan Section 6 or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.57 hereof.

Termination by the Company Without Cause. At all times during If (i) the Employment Term Employee is terminated by the Company for any reason other than for Cause, Disability or death, (ii) if the Employee is terminated by the Company for what the Company believes is Cause or Disability, and outside it is ultimately determined that the Window PeriodEmployee was terminated without Cause or Disability, the Board may terminate the Executive's employmentEmployee shall be entitled to receive, as provided under this Agreementseverance, his/her Base Salary for a period of three months (3) months following the Termination Date; provided, however, that if such termination occurs at any time within one year after the occurrence of, or in contemplation of, a Change of Control then Employee shall be entitled to receive his/her Base Salary for reasons other than a suspension for Disability or a termination for Cause, by notifying period of one year following the Executive Termination Date. Such payment of Base Salary shall be made in writing accordance with the normal payroll practices of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date net of such terminationapplicable taxes, tax withholdings and employee portions of medical and dental insurance premiums, if any. Upon the effective date of such termination, following the expiration of the thirty (30) day notice During this period, the Company shall (i) also continue to pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata Company portion of the Highest Annual Bonus for such partial fiscal yearpremiums, (ii) vest all long-term incentive awards of the Executiveif any, to continue medical and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according dental coverage pursuant to the provisions of the governing existing plan or programof the Consolidated Omnibus Budget Reconciliation Act. The During this period, the Company will also provide outplacement services or continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will reimburse pay to the Executive Employee the fringe benefits pursuant to section 5 which have accrued prior to the Termination Date. Incentive bonus, if any, for the cost year of such services as described termination will be prorated based on the Termination Date and paid in Section 10 hereinaccordance with the annual bonus payment schedule. The Notwithstanding the forgoing, the Company shall not be obligated to make any of the payments or provide the other benefits called for by this section 6(d) unless (i) Employee signs a waiver and release of all claims against the Company, the Parent Company and its subsidiaries in a form acceptable to the Executive thereafter shall have no further obligations under Company, and (ii) Employee is not in breach of this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5including sections 7 and 8.

Termination by the Company Without Cause. At all times Other than during the Employment Term and outside the Window Perioda Change of Control Period (as defined in Section 6.2), the Board of Directors may terminate the Executive's employment, as provided under this Agreement, at any time employment for reasons other than a suspension death, Disability, Retirement or for Disability or a termination for Cause, Cause (as defined in Section 5.5) by notifying the Executive in writing of the Company's intent to terminate, at least sixty (60) days prior to the effective date of termination. Upon the expiration of this sixty (60) day period, the termination by the Company is effective. Within thirty (30) calendar days prior after the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay to the Executive a lump sum amount cash payment equal to the sum greater of (xa) the Executive's aggregate amount of Base Salary otherwise as then in effect, payable for the remaining Employment Term term of this Agreement, or (b) the aggregate amount of twenty-four (24) months of the Base Salary as in effect prior to the date of notice of termination, and shall provide to the Executive a continuation of his health and welfare benefits for the greater of (ya) an amount the remaining term of this Agreement or (b) twenty-four (24) months. If the Company is unable to provide health and welfare benefits as required by this Section 5.4, the Company shall provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the sum value of the Highest Annual benefits which the Company is unable to provide. The Company shall also pay the Executive a Bonus for each the year in which termination occurs equal to the Bonus paid or payable in respect of the fiscal year ending during prior to the year in which termination occurs multiplied by the number of fiscal years that end within the remaining Employment Term plus for term of this Agreement (including the fiscal year in which the remaining Employment Term would expire, a prorata portion termination occurs if the termination becomes effective on the last day of the Highest Annual year). This Bonus for such partial fiscal year, payment shall be paid within thirty (ii30) vest all long-term incentive awards days after the date of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Termtermination. Further, the The Company shall also pay the Executive all other benefits to which the Executive has a vested right at the timetime of termination as well as the SERP. The Executive shall be fully vested in the grant of Stock Units pursuant to Section 4.5 of this Agreement, according to and shall be fully vested in any prior year awards that remain unvested or any awards made for the provisions fiscal year in which termination occurs under the TRG Incentive Plan or any successor plan. All vested awards under any equity incentive or other incentive programs shall be paid notwithstanding any provision of the governing plan or programprogram calling for forfeiture of benefits upon termination. The If for any reason the Company will also provide outplacement services or will reimburse is unable to comply with the preceding sentence, the Company shall pay the Executive for a lump-sum cash payment equal to the cost value of such services as described in Section 10 hereinthe benefits or awards it is unable to vest, pay or give credit for. The Upon the date of termination, the Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits Agreement except as set forth in this Section 6.5Sections 7 and 8.

Termination by the Company Without Cause. At all times during The Executive’s employment hereunder may be terminated without Cause by the Employment Term and outside the Window Period, the Board may terminate Company upon written notice to the Executive's employment, provided, however, that if the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice perioddefined below, the Company shall shall, provided that the Executive is executing his duties on a full time basis (i) continue to pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable and shall reimburse medical and dental premiums, under the same conditions as exist at the time of termination, for the remaining Employment Term and (y) an amount equal to the sum a severance period of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal yeartwelve months, (ii) vest all long-term incentive awards pay to the Executive a prorated portion of the ExecutiveBonus to which Executive would otherwise have been entitled based on performance through the calendar quarter in which the termination has occurred, (iii) cause any unvested Options and Restricted Stock granted to the Executive to immediately vest, and (iiiiv) continue, at pay Executive for any accrued but unused vacation. In the Company's cost, all health and welfare benefits for case of termination under the Executive's spouse and dependents for the remaining Employment Term. Further, terms of this section the Company shall pay the reimburse Executive all other benefits to for corporate expenses for which the Executive has a vested right at the time, according to the provisions of the governing plan or programwould otherwise be entitled. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further Company’s obligations under this Section 6.2(b) are not subject to any right of setoff and impose no duty to mitigate on Executive. As a condition of receiving severance benefits pursuant to this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled execute and deliver to receive the Company prior to his receipt of such benefits provided a general release in Section 7.1 herein in lieu of substantially the benefits form set forth in Annex a hereto. The obligations of the Company under this Section 6.56.2(b) are subject to Executive’s compliance with Sections 7, 8, 9 and 10 hereof.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board Company may terminate the Executive's employment, ’s employment with or without Cause (as provided under this Agreement, defined in Section 6.2 below) at any time for reasons other than a suspension for Disability or a termination for during the period of Executive’s employment. If Company terminates Executive’s employment without Cause, by notifying Company shall, immediately after the Termination Date (as defined in Section 6.6 below), pay to Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay 12 months of his base Salary, (ii) annual target cash incentive bonus, in effect on the Executive a lump sum amount equal to the sum date of (x) the Executive's Base Salary otherwise payable for ’s separation from the remaining Employment Term and Company, (yiii) an amount equal to the sum a prorated portion of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus his target annual bonus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus calendar year completed prior to the Termination Date, and shall also pay Executive any amount equal to up to twelve (12) months on an after-tax basis, of the portion of the Executive’s applicable Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), premiums for such partial fiscal coverage that exceeds the amount that the Executive would have incurred in premiums for such coverage under the Company’s health plan if then employed by the Company; provided, however, the Company’s obligation shall only apply to the extent COBRA coverage is elected and in effect during such period for a period of 12 months in equal monthly installments following such termination (together the "Severance Payments"). Severance Payments made to Executive shall be in addition to any other benefits earned by Executive or to which Executive was entitled prior to such termination without Cause including, without limit, any vested stock options, any already earned but unpaid bonus for a prior completed year, any earned but unused vacation days, and the prompt reimbursement of any expenses incurred by the Executive on behalf of the Company prior to termination of employment, and any pro-rated bonus. A termination by the Executive for Good Reason shall be treated the same as a termination by the Company without Cause. “Good Reason” shall include, (a) Executive’s resignation from employment with the Company after the occurrence of any of the following events without Executive’s consent; (b) a material diminution in the Executive’s duties, title, or responsibilities from the duties, title, or responsibilities as of immediately prior to a Change in Control, provided, that a material diminution of the Executive’s duties, title, or responsibilities shall not be deemed to occur solely because the Company, through a Change in Control, has become a part of a larger organization; (c) a material reduction in the Executive’s Base Salary from the Base Salary as of immediately prior to a Change in Control; (d) a relocation of the Executive’s primary place of employment to a geographic area that increases the commute of the Executive by more than thirty-five (35) miles from the primary place of employment immediately prior to a Change in Control; or (e) failure of any successor corporation (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform under this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place; provided, that the foregoing events shall not be deemed to constitute Good Reason unless (i) the Executive has notified the Company in writing of the occurrence of such event(s) within sixty (60) days of such occurrence, (ii) vest all long-term incentive awards the Company has failed to have cure such event(s) within thirty (30) days of the Executiveits receipt of such written notice, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, Executive terminates employment within thirty (30) days of such failure of the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5cure.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the The Board may terminate the Executive's employment, as provided under this Agreement, ’s services hereunder without Cause at any time for reasons other than a suspension for Disability or a termination for upon written notice to Executive. In such event, Executive’s services shall terminate as of the date of such notice. In the event Executive’s services hereunder are terminated by the Company without Cause, by notifying and subject to Executive’s compliance with the terms of Section 5 and Section 6 herein, the Company shall pay (in accordance with Section 4(f) hereof) to Executive in writing of the Company's intent to terminate, at least thirty (30i) calendar days prior his or her then current accrued and unpaid Base Salary through the effective date of such termination. Upon his termination as well as 100% of any accrued and unpaid bonus for any years preceding the effective date year of such terminationtermination (it being expressly agreed that except as hereinafter provided, following the expiration Executive shall have no rights to receive a bonus in respect of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal yeartermination occurs), (ii) vest all long-term incentive awards an additional amount equal to one year of Base Salary and Executive’s bonus for the year of termination (it being agreed that Executive’s bonus for the year of termination to be paid under this Section 4(e) shall be deemed to be equal to one year of Base Salary), and (iii) continueother benefits and payments (including, at without limitation, reimbursement of expenses incurred conducting Company business pursuant to Section 3(b)) to which Executive is then entitled hereunder. In addition, during the Company's cost, all health and welfare benefits for one (1) year period immediately following the Executive's spouse and dependents for the remaining Employment Term. Furtherdate of termination, the Company shall pay continue to afford to Executive the Executive all other benefits to which the Executive has a vested right at the timegroup medical, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described dental, vision, long-term disability and life insurance specified in Section 10 herein3(c) above. The Company Executive and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability his or a termination for Causeher beneficiaries, the Executive as applicable, shall be entitled to receive no other compensation under this Agreement following, or as a result of, a termination under these circumstances. Executive shall have no duty to seek to mitigate the above severance benefits provided in the event of termination hereunder without Cause, and, subject to Executive’s compliance with Section 7.1 herein in lieu of 5 and Section 6 herein, any compensation derived by Executive from alternative employment or otherwise shall not reduce the benefits set forth in this Section 6.5Company’s obligations hereunder.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board The Company may terminate this Agreement and the Executive's employment, as provided under this Agreement, ’s employment at any time for reasons other than without Cause. In this event, provided that such termination of employment constitutes a suspension for Disability or a termination for Cause, by notifying the Executive “separation from service” as defined in writing of the Company's intent to terminate, at least thirty Treasury Regulation Section 1.409A-1(h) (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period“Separation from Service”), the Company shall continue to pay Executive his then-current Base Salary (based on the previous twelve (12) month, or shorter period if applicable, average for salary payments) as of the date of termination for a period of six months following the date of Executive’s Separation from Service (the “Severance Payments”), as well as all accrued salary and vacation time as of the date of termination. Severance Payments under this subsection shall be made at the same time and in the same manner as such salary would have been paid if Executive had remained in active employment in accordance with the Company’s normal payroll practices as in effect on the date of Executive’s Separation from Service, provided that (i) pay Executive has executed a waiver and release of claims agreement in the Executive a lump sum amount equal Company’s customary form (the “Release”), which Release may be amended by the Company to reflect changes in applicable laws and regulations, within 21 days after the Company’s delivery of such Release to the sum Executive, which shall be made no later than 2 days after the date of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term ’s Separation from Service and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at not revoked such Release within the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits applicable 7- day revocation period set forth in this Section 6.5such Release. Notwithstanding the foregoing, any Severance Payments that would otherwise be made before the Company’s first regular payroll payment date occurring on or after the 30th day after the date of Executive’s Separation from Service (the “First Payment Date”) shall be made on the First Payment Date.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window PeriodUpon 30 days written notice, the Board Company, in its sole discretion, may terminate Ms. Hand’s employment without Cause (as “Cause” is defined in Paragraph 6(f) below). If Ms. Hand executes a separation agreement in a form substantially similar to the Executive's employmentagreement set forth in Exhibit B (attached hereto), as provided under this Agreementreleasing all legal claims except for those that cannot legally be released and Ms. Hand continues to comply with all terms of such separation agreement, at and any time for reasons other than a suspension for Disability or a termination for Cause, agreements signed by notifying the Executive in writing of Employee with the Company's intent , then the Company shall pay Ms. Hand severance compensation equal to terminatetwelve (12) full calendar months of Ms. Hand’s then current base pay. Salary continuation payments will be made at the Company’s regular payroll intervals, at least thirty (30) calendar days provided, however, payments accruing for payroll periods prior to the date that the Company has received a signed and effective separation agreement and release shall be suspended and paid on the first payroll date following the effective date of such terminationthe separation and release. Upon If the Company terminates this Agreement without Cause under this Paragraph 6(b), and the Company pays Ms. Hand the compensation earned as of the effective date of such the termination, following and provides Ms. Hand severance compensation in the expiration of amount and on the thirty (30) day notice periodterms specified in this Paragraph 6(b), the Company Company’s acts in doing so shall (i) pay the Executive a lump sum amount equal to the sum be in complete accord and satisfaction of (x) the Executive's Base Salary otherwise payable any claim that Ms. Hand has or may at any time have for the remaining Employment Term and (y) an amount equal to the sum compensation or payments of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, any kind from the Company shall pay or TeleTech Parent arising from or relating in whole or part to Ms. Hand's employment with the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under and/or this Agreement. If the Executive's employment separation agreement and legal release referenced above is terminated during not signed within thirty (30) days from the Window Period by date that such agreement is presented to Ms. Hand (which the Board for reasons other Company shall present no later than a suspension for Disability or a termination for Causefifteen (15) days after the effective date of Employee’s termination), the Executive shall be entitled then Ms. Hand waives her right to receive any severance compensation pursuant to this Agreement, even if Ms. Hand were to successfully litigate any claim against the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5Company and/or TeleTech Parent.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the The Board may terminate the Executive's employment, as provided under this Agreement, ’s services hereunder without Cause at any time for reasons other than a suspension for Disability or a termination for upon written notice to Executive. In such event, Executive’s services shall terminate as of the date of such notice. In the event Executive’s services hereunder are terminated by the Company without Cause, by notifying and subject to Executive’s compliance with the terms of Section 5 and Section 6 herein, the Company shall pay (in accordance with Section 4(f) hereof) to Executive in writing of the Company's intent to terminate, at least thirty (30i) calendar days prior his or her then current accrued and unpaid Base Salary through the effective date of such termination. Upon his termination as well as 100% of any accrued and unpaid bonus for any years preceding the effective date year of such terminationtermination (it beingexpressly agreed that except as hereinafter provided, following the expiration Executive shall have no rights to receive a bonus in respect of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal yeartermination occurs), (ii) vest all long-term incentive awards an additional amount equal to one year of Base Salary and Executive’s bonus for the year of termination (it being agreed that Executive’s bonus for the year of termination to be paid under this Section 4(e) shall be deemed to be equal to one year of Base Salary), and (iii) continueother benefits and payments (including, at without limitation, reimbursement of expenses incurred conducting Company business pursuant to Section 3(b)) to which Executive is then entitled hereunder. In addition, during the Company's cost, all health and welfare benefits for one (1) year period immediately following the Executive's spouse and dependents for the remaining Employment Term. Furtherdate of termination, the Company shall pay continue to afford to Executive the Executive all other benefits to which the Executive has a vested right at the timegroup medical, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described dental, vision, long-term disability and life insurance specified in Section 10 herein3(c) above. The Company Executive and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability his or a termination for Causeher beneficiaries, the Executive as applicable, shall be entitled to receive no other compensation under this Agreement following, or as a result of, a termination under these circumstances. Executiveshall have no duty to seek to mitigate the above severance benefits provided in the event of termination hereunder without Cause, and, subject to Executive’s compliance with Section 7.1 herein in lieu of 5 and Section 6 herein, any compensation derived by Executive from alternative employment or otherwise shall not reduce the benefits set forth in this Section 6.5Company’s obligations hereunder.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board The Company may terminate the Executive's employment, as provided under this Agreement, Employee’s employment at any time for reasons other than a suspension for Disability or a termination for without Cause, by notifying the Executive in writing effective upon Employee’s receipt of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date written notice of such termination. Upon In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that she fully executes and does not revoke an effective date Release of such terminationClaims as described in Section 7(g), following Employee shall be eligible for: (i) The Accrued Obligations; (ii) The Severance Benefits; (iii) At the expiration end of the thirty Severance Term, the Retention Bonus Amount; and (30iv) day notice periodIf such termination without Cause and the Date of Termination occur within eighteen (18) months after a Sale Event (as such term is defined in the Company’s 2010 Stock Option and Incentive Plan), acceleration of the vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the Date of Termination to exercise the vested equity awards. Notwithstanding the foregoing, the Severance Benefits shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of (i) pay the Executive Severance Benefits (and, in the case of such a lump sum amount equal termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum her execution of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion Release of the Highest Annual Bonus for such partial fiscal yearClaims, (ii) vest all long-term incentive awards of the ExecutiveAccrued Obligations, and (iii) continue, at the Company's cost, all health and welfare benefits for end of the Executive's spouse and dependents for the remaining Employment Severance Term. Further, the Company shall pay the Executive all other benefits Retention Bonus Amount, subject to which the Executive has a vested right at the time, according to the provisions her execution of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost Release of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this AgreementClaims. If the Executive's employment is terminated during Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Window Period by Company and/or hereby authorizes deductions from future Severance Benefit amounts.” her execution of the Board for reasons other than a suspension for Disability or a termination for CauseRelease of Claims, (ii) the Accrued Obligations, and (iii) at the end of the Severance Term, the Executive shall be entitled Retention Bonus Amount, subject to receive the benefits provided in Section 7.1 herein in lieu her execution of the benefits set forth in this Section 6.5Release of Claims.”

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the The Executive's employment, as provided ’s employment under this Agreement, Agreement may be terminated by the Company at any time for reasons other than a suspension for Disability or without “Cause” (as defined in Section 6(b)) by the Company upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment, by notifying all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in writing a form and manner satisfactory to the Company and the lapse of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice any statutory revocation period, the Company shall (i) continue to pay the Executive her Base Salary at the rate then in effect pursuant to Section 4(a) for a lump sum amount equal period of twelve (12) months from the Date of Termination; (ii) shall pay to the sum of (x) Executive in monthly installments over the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) next year, an amount equal to the sum Executive’s cash bonus, if any, received in respect of the Highest Annual Bonus for each fiscal immediately preceding year ending during pursuant to Section 4(b) beginning with the remaining Employment Term plus for first payroll date that begins thirty (30) days after the fiscal year in which the remaining Employment Term would expire, a prorata portion Date of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and Termination; (iii) continue, shall pay 100% of the costs to provide up to twelve (12) months of outplacement support services at the Company's cost, all health and welfare benefits a level appropriate for the Executive's spouse ’s title and dependents for the remaining Employment Term. Further, the Company responsibility; (iv) shall pay provide the Executive all other benefits to which with health and dental insurance continuation at a level consistent with the level and type the Executive has a vested right had in place at the time, according time of termination for a period of twelve (12) months from the Date of Termination and (v) on or prior to the provisions Date of Termination, Executive will become fully vested in any unvested shares or options granted as part of the governing plan or programNew Hire Grant. The Company will also provide outplacement services or will reimburse For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate payment. Following a termination of the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for without Cause, the Executive shall continue to be entitled eligible to receive technology incentive compensation payments due under the benefits provided in Section 7.1 herein in lieu provisions of the benefits set forth in this Section 6.5Technology Development Incentive Plan as such may have been established by the administrator of such plan prior to the date of termination.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the The Executive's employment, as provided ’s employment under this Agreement, Agreement may be terminated by the Company at any time for reasons other than a suspension for Disability or without “Cause” (as defined in Section 6(b)) by the Company upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment, by notifying all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in writing a form and manner satisfactory to the Company and the lapse of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice any statutory revocation period, the Company shall (i) continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a lump sum amount equal period of twelve (12) months from the Date of Termination and shall pay to the sum of (x) Executive in monthly installments over the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) year, an amount equal to the sum Executive’s cash bonus, if any, received in respect of the Highest Annual Bonus for each fiscal immediately preceding year ending during pursuant to Section 4(b) beginning with the remaining Employment Term plus for first payroll date that begins thirty (30) days after the fiscal year in which the remaining Employment Term would expire, a prorata portion Date of Termination. For purpose of Section 409A of the Highest Annual Bonus for such partial fiscal yearInternal Revenue Code of 1986, as amended (ii) vest all long-term incentive awards the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay 100% of the Executive, and costs to provide up to twelve (iii12) continue, months of outplacement support services at the Company's cost, all health and welfare benefits a level appropriate for the Executive's spouse ’s title and dependents for the remaining Employment Term. Further, the Company shall pay responsibility and provide the Executive all other benefits to which with health and dental insurance continuation at a level consistent with the level and type the executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination. Following a termination of the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for without Cause, the Executive shall continue to be entitled eligible to receive technology incentive compensation payments due under the benefits provided in Section 7.1 herein in lieu provisions of the benefits set forth in this Section 6.5Technology Development Incentive Plan as such may have been established by the administrator of such plan prior to the date of termination.

Termination by the Company Without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the The Executive's employment, as provided ’s employment under this Agreement, Agreement may be terminated by the Company at any time for reasons other than a suspension for Disability or without Cause by the Company upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause, including any termination by notifying the Executive in writing reason of the Company's intent Company electing not to terminate, at least thirty (30) calendar days prior extend the effective date term of such termination. Upon the effective date of such termination, following Executive’s employment upon the expiration of the thirty initial Term or any Renewal Term. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a separation agreement containing, among other things, a general release of claims, confidentiality, non-disparagement and return of property, substantially in the form of Exhibit A attached hereto (30the “Release”) day notice periodwithin 30 days of the Date of Termination, and the Release becoming irrevocable and further subject to the Executive’s compliance with the provisions of Sections 7 and 8 hereof, the Company shall (i) continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a lump sum amount equal period of two (2) years from the Date of Termination and shall pay to the sum Executive in monthly installments over a period of two (x2) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) years, an amount equal to the sum Executive’s cash bonus, if any, received in respect of the Highest Annual Bonus for each fiscal year ending during immediately preceding the remaining Employment Term plus for year of termination pursuant to Section 4(b), beginning with the fiscal year in which first payroll date that begins thirty (30) days after the remaining Employment Term would expire, a prorata portion Date of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or programTermination. The Company will also provide outplacement services or make a bonus payment to Executive with respect to the year of termination on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executives of the Company, pro-rated on the basis of the number of days of the Executive’s actual employment hereunder during such calendar year through the Date of Termination. Such pro-rated bonus, if earned, will reimburse be paid prior to March 15 of the Executive for following calendar year. For purposes of Section 409A of the cost Internal Revenue Code of such services 1986, as described in Section 10 hereinamended (the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive thereafter shall have no further obligations under this Agreement. If with health and dental insurance continuation at a level consistent with the Executive's employment is terminated during level and type the Window Period by Executive had in place at the Board for reasons other than a suspension for Disability or a time of termination for Cause, a period of twenty four (24) months from the Executive shall be entitled Date of Termination to receive the benefits provided in Section 7.1 herein in lieu of extent permitted under the benefits set forth in this Section 6.5Company’s group health insurance policy.

Termination by the Company Without Cause. At all times during If (i) the Employment Term Employee is terminated by the Company for any reason other than for Cause, Disability or death, (ii) if the Employee is terminated by the Company for what the Company believes is Cause or Disability, and outside it is ultimately determined that the Window PeriodEmployee was terminated without Cause or Disability, the Board may terminate the Executive's employmentEmployee shall be entitled to receive, as provided under this Agreementseverance, his/her Base Salary for a period of three (3) months following the Termination Date; provided, however, that if such termination occurs at any time within one year after the occurrence of, or in contemplation of, a Change of Control then Employee shall be entitled to receive his/her Base Salary for reasons other than a suspension for Disability or a termination for Cause, by notifying period of one year following the Executive Termination Date. Such payment of Base Salary shall be made in writing accordance with the normal payroll practices of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date net of such terminationapplicable taxes, tax withholdings and employee portions of medical and dental insurance premiums, if any. Upon the effective date of such termination, following the expiration of the thirty (30) day notice During this period, the Company shall (i) also continue to pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata Company portion of the Highest Annual Bonus for such partial fiscal yearpremiums, (ii) vest all long-term incentive awards of the Executiveif any, to continue medical and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according dental coverage pursuant to the provisions of the governing existing plan or programof the Consolidated Omnibus Budget Reconciliation Act. The During this period, the Company will also provide outplacement services or continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will reimburse pay to the Executive Employee the fringe benefits pursuant to section 5 which have accrued prior to the Termination Date. Incentive bonus, in any, for the cost year of such services as described termination will be prorated based on the Termination Date and paid in Section 10 hereinaccordance with the annual bonus payment schedule. The Notwithstanding the forgoing, the Company shall not be obligated to make any of the payments or provide the other benefits called for by this section 6(d) unless (i) Employee signs a waiver and release of all claims against the Company, the Parent Company and its subsidiaries in a form acceptable to the Executive thereafter shall have no further obligations under Company, and (ii) Employee is not in breach of this Agreement. If the Executive's employment is terminated during the Window Period by the Board for reasons other than a suspension for Disability or a termination for Cause, the Executive shall be entitled to receive the benefits provided in Section 7.1 herein in lieu of the benefits set forth in this Section 6.5including sections 7 and 8.