Common use of Termination Date Clause in Contracts

Termination Date. The Executive’s “Termination Date” shall be: 1. If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. If the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. If Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “Termination Date” shall be:means (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, 1. (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder terminates shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on account which the dispute is finally determined, either (x) by mutual written agreement of the Executive’s deathparties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death; 2, or (3) one day prior to the end of the Employment Period. If the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that Executive so elects and it is thereafter determined by that Cause or disability (as the Committee that case may be) did not exist, then the employment of the Executive has terminated hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment following a Disability; 3during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive’s employment hereunder Executive so elects and it is terminated for Causethereafter determined that Good Reason did exist, the date the Notice of Termination is delivered to the Executive; 4. If Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which Date shall be no less than thirty the earlier of (301) days following the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive not to perform any further work shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (but 15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive shall continue will be deemed to receive compensation have voluntarily terminated his employment and benefits (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement through shall be paid promptly following the date execution of termination);the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. 5. (E) If the Executive terminates termination is described in Section 2 hereof, then the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates of the Executive’s termination of employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to from the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A..

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty fifteen (3015) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving fifteen (15) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty fifteen (3015) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty fifteen (30)-day 15) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 10(b), and Section 17(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment hereunder Termination of Employment for purposes of this Agreement is terminated following by reason of disability pursuant to Section 12, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered given; and (v) if the Executive’s Termination of Employment is by the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the Executive;end of the Employment Period. Notwithstanding the foregoing, 4. (A) If termination is for Cause pursuant to Section 1(f)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such thirty-day or shorter period, then the Executive’s employment hereunder is terminated without Cause, shall continue as if the date specified in the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the fifteen-day period following receipt thereof, which then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be no less than thirty determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (301) days following the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive not to perform any further work shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (C) Except as provided in Section 1(n)(B), if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but 1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) fifteen days following the date on which after the Notice of Termination is delivered; provided that, given or one day prior to the Companies may waive all or any part end of the thirty Employment Period and (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined 2) if delivered by the Company; and 6. If , the Company will be deemed to have terminated the Executive terminates the Executive’s employment hereunder with Good Reasonother than by reason of death, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.disability or Cause.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Corporation terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Corporation terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 30 calendar days following the date on which the Notice of Termination is delivered; provided that, the Companies Corporation shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving 30 calendar days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; and (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 30 calendar days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation Separation from service” Service within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Company terminates the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. If the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (b) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty the minimum number of weeks’ advance written notice of any termination of the Executive’s employment as required by Cayman Islands’ applicable labor laws; provided that, the Company shall have the option to provide the Executive with a lump sum payment equal to [six (306) days following months’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which the such Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (c) If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty sixty (3060) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 60-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (d) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Renewal Date shall not occur until immediately following the date on which the Executive incurs a “separation from service” within the meaning applicable party delivers notice of Section 409A.non-renewal.

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 10(b), and Section 17(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment hereunder Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12, the earlier of thirty days after the Notice of Termination is terminated following given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered given; and (v) if the Executive’s Termination of Employment is by the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the Executive;end of the Employment Period. Notwithstanding the foregoing, 4. (A) If termination is for Cause pursuant to Section 1(f)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such 30-day or shorter period, then the Executive’s employment hereunder is terminated without Cause, shall continue as if the date specified in the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the 15-day period following receipt thereof, which then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be no less than thirty determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (301) days following the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive not to perform any further work shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (C) If the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but 1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 15 days following the date on which after the Notice of Termination is delivered; provided thatgiven or one day prior to the end of the Employment Period and (2) if delivered by the Employer, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice Employer will be deemed to have terminated the Executive and for all purposes other than by reason of this Agreementdeath, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.disability or Cause.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Code Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty five (305) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty five (30)-day 5) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Company terminates the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. If the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (b) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty the minimum number of weeks’ advance written notice of any termination of the Executive’s employment as required by Australia’s Fair Work Act and National Employment Standards; provided that, the Company shall have the option to provide the Executive with a lump sum payment equal to [six (306) days following months’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which the such Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (c) If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty sixty (3060) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 60-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (d) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Renewal Date shall not occur until immediately following the date on which the Executive incurs a “separation from service” within the meaning applicable party delivers notice of Section 409A.non-renewal.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty seven (307) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty seven (307) days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “'s "Termination Date” " shall be: 1. (a) If the Executive’s 's employment hereunder terminates on account of the Executive’s 's death, the date of the Executive’s 's death; 2. (b) If the Executive’s 's employment hereunder is terminated following on account of the Executive’s 's Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s 's employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s 's employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving 30 days' Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive's Termination Date and for all purposes of this Agreement, the Executive's Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s 's Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s 's Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s 's employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “"separation from service” " within the meaning of Section 409A.409A of the Internal Revenue Code (“Section 409A”).

Termination Date. The Executive’s “Termination Date” Date shall be: 1. If mean: (i) if the Executive’s termination of employment hereunder terminates on account of occurs due to the Executive’s death, the date of the Executive’s death; 2. If ; (ii) if the Executive’s termination of employment hereunder is terminated following occurs due to the Executive’s Disability, the date that it is determined by the Committee that on which the Executive has terminated employment following receives a Disability; 3. If Notice of Termination from the Company; (iii) if the Executive’s termination of employment hereunder is terminated for Cause, the date the Notice of Termination is delivered occurs due to the Executive; 4. If Executive’s employment hereunder is terminated without CauseVoluntary Resignation, the date specified in the Notice of Terminationnotice given pursuant to Section 8(c) hereof, which shall not be no less than thirty (30) days following the date on which after Company’s receipt of the Notice of Termination is deliveredTermination; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates iv) if the Executive’s termination of employment hereunder without occurs due to the Executive’s termination for Good Reason, the date specified of his termination in accordance with Section 8(d) hereof; (v) if the Executive’s termination of employment occurs pursuant to a non-renewal of the Term of Employment by either Party, the end of the then-current Term of Employment; and (vi) if the Executive’s termination of employment occurs for any other reason, the date on which a Notice of Termination, which shall be no less than Termination is given or any later date (within thirty (30) days following days, or any alternative time period agreed upon by the date on which Parties, after the giving of such Notice of Termination is delivered; provided that, the Companies may waive all or any part Termination) set forth in such Notice of Termination. Effective as of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this AgreementTermination Date, the Executive’s Termination Date shall be the date unless otherwise determined by the Company; and 6. If Board, the Executive terminates shall be deemed to have resigned from any and all positions he then holds with the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.Company and its Affiliates.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but is delivered; provided, that in the event the Company elects to pay in lieu of notice, the Executive shall (i) continue to receive compensation all employee benefits and equity vesting for such thirty (30) day period as if actively employed, or (ii) if such continuation is not practicable, receive a cash payment equal to the value of such benefits under this Agreement through and vesting, in each case determined in good faith by the date of termination);Company; and 5. (e) If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 60 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving 60 days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 60 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 60 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of nonrenewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. a. If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. b. If the Executive’s employment hereunder is terminated following the on account of Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. c. If the Company terminates Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. d. If the Company terminates Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less fewer than thirty (30) days following the date on which the Notice of Termination is delivered; provided provided, however, that, the Companies Company shall have the option to instruct provide Executive with a lump sum payment equal to thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on Executive’s Termination Date and for all purposes of this Agreement, Executive’s Termination. Date shall be the Executive not to perform any further work after receiving the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination);is delivered; and 5. e. If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided provided, however, that, the Companies Company may waive all or any part of the thirty (30)-day 30-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and. 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. f. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 10(b), and Section 17(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment hereunder Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12, the earlier of thirty days after the Notice of Termination is terminated following given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered given; and (v) if the Executive’s Termination of Employment is by the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the Executive;end of the Employment Period. Notwithstanding the foregoing, 4. (A) If termination is for Cause pursuant to Section 1(f)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such 30-day or shorter period, then the Executive’s employment hereunder is terminated without Cause, shall continue as if the date specified in the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the 15-day period following receipt thereof, which then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be no less than thirty determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (301) days following the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive not to perform any further work shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (C) Except as provided in Section 1(n)(B), if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but 1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 15 days following the date on which after the Notice of Termination is delivered; provided that, given or one day prior to the Companies may waive all or any part end of the thirty Employment Period and (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined 2) if delivered by the Company; and 6. If , the Company will be deemed to have terminated the Executive terminates the Executive’s employment hereunder with Good Reasonother than by reason of death, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.disability or Cause.

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 10(b), and Section 17(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment hereunder Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12, the earlier of thirty (30) days after the Notice of Termination is terminated following given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered to given; and (v) if the Executive; 4. If Executive’s employment hereunder Termination of Employment is terminated without Causeby the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the date specified in the Notice earlier of Termination, which shall be no less than thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is for Cause pursuant to Section 1(g)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such 30-day or shorter period, then the Executive’s employment hereunder shall continue as if the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive not to perform any further work shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (C) Except as provided in Section 1(q)(B), if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but 1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 15 days following the date on which after the Notice of Termination is delivered; provided thatgiven or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice Company will be deemed to have terminated the Executive and for all purposes other than by reason of death, disability or Cause. Capitalized terms used in this Agreement not defined in this Section 1 have the meanings assigned in the other sections of this Agreement, . The definitions of the Executive’s Termination Date shall following terms may be found in the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s sections indicated: Annual Base Salary Section 5(a) Base Period Income Section 9(b)(iii) Bonus Amount Section 5(e)(i) Bonus Plan Section 5(e) Company Incentive Plan Section 5(e)(iii) Excise Tax Section 9(b)(i) Expenses Section 15 Goals Section 5(e)(iii) National Tax Counsel Section 9(b)(ii) Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Section 13 Plans Section 9(c)(iv) Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Payment Section 409A.9(a) Total Payments Section 9(b)(i)

Termination Date. The Executive’s For purposes of this Agreement, except as otherwise provided in Subsection 2(b), Subsection 10(b), and Subsection 17(a) hereof, the term “Termination Date” shall be: 1. If means (i) if the ExecutiveEmployee’s employment hereunder terminates on account Termination of Employment is due to the ExecutiveEmployee’s death, the date of death; (ii) if the ExecutiveEmployee’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Executive’s employment hereunder is terminated following Company and the Executive’s DisabilityEmployee, the date that it of such early retirement which is determined set forth in such written agreement; (iii) if the Employee’s Termination of Employment for purposes of this Agreement is by reason of disability pursuant to Section 12 hereof, the earlier of 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Employee’s Termination of Employment is by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated Employee voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered given; and (v) if the Employee’s Termination of Employment is by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Employee for Good Reason, the earlier of 30 days after the Notice of Termination is given or one day prior to the Executive;end of the Employment Period. Notwithstanding the foregoing, 4. (1) If Executivetermination is for Cause pursuant to Subsection 1(f)(iii) of this Agreement and if the Employee has cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such 30-day or shorter period, then the Employee’s employment hereunder is terminated without Cause, shall continue as if the date specified in the Company had not delivered its Notice of Termination. (2) If the Employee shall in good faith give a Notice of Termination for Good Reason and the Company notifies the Employee that a dispute exists concerning the termination within the 15-day period following receipt thereof, which then the Employee may elect to continue the Employee’s employment during such dispute and the Termination Date shall be no less than thirty determined under this paragraph. If the Employee so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (30i) days following the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 23 hereof, (ii) the date of the Employee’s death or (iii) one day prior to the end of the Employment Period. If the Employee so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Employee hereunder shall continue after such determination as if the Employee had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Employee had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Companies Employee shall have in no case be denied the option to instruct benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive not to perform any further work after Employee delivered his Notice of Termination. (3) Except as provided in Subsection (l)(m)(2) above, if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but 1) if such Notice was delivered by the Executive Employee, the Employee will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 15- days following the date on which after the Notice of Termination is delivered; provided that, given or one day prior to the Companies may waive all or any part end of the thirty Employment Period and (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined 2) if delivered by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date Company will be deemed to have terminated the Executive’s Notice Employee other than by reason of Termination is delivered to the Company. Notwithstanding anything contained hereindeath, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.disability or Cause.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; [provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company]; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non- renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (i) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (ii) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (iii) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (iv) If the Company terminates the Executive’s employment hereunder is terminated without other than for Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (v) If the Executive terminates the Executive’s employment hereunder without Good Reasonhis/her employment, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty ; (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. vi) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section Error! Reference source not found., the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal; and (vii) If the Executive’s Notice employment hereunder is terminated for any other reason by either party pursuant to any provision hereof (including pursuant to Attachment A hereto), the effective date of Termination is delivered to the Companysuch termination as provided in such provision. Notwithstanding anything to the contrary contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.409A of the Code.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty ten (3010) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving ten (10) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The ExecutiveService Provider’s “Termination Date” shall be: 1. (a) If the ExecutiveService Provider’s employment engagement hereunder terminates on account of the ExecutiveService Provider’s death, the date of the ExecutiveService Provider’s death; 2. (b) If the ExecutiveService Provider’s employment engagement hereunder is terminated following the Executiveon account of Service Provider’s Disability, the date that it is determined by the Committee that the Executive Service Provider has terminated employment following a Disability; 3. (c) If the ExecutiveCompany terminates Service Provider’s employment engagement hereunder is terminated for Cause▇▇▇▇▇, the date the Notice of Termination is delivered to the ExecutiveService Provider; 4. (d) If Executivethe Company terminates Service Provider’s employment engagement hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide Service Provider with a lump sum payment equal to 30 days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on Service Provider’s Termination Date and for all purposes of this Agreement, Service Provider’s Termination Date shall be the Executive not to perform any further work after receiving the date on which such Notice of Termination is delivered; and (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. e) If the Executive Service Provider terminates the Executive’s employment his engagement hereunder with or without Good Reason, the date specified in the ExecutiveService Provider’s Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30 day notice period for no consideration by giving written notice to the Executive Service Provider and for all purposes of this Agreement, the ExecutiveService Provider’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive Service Provider incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 10(b), and Section 17(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of Retirement, the date of such retirement; (iii) if the Executive’s employment hereunder Termination of Employment is terminated following by reason of disability pursuant to Section 12, the earlier of 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered given; and (v) if the Executive’s Termination of Employment is by the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the earlier of 30 days after the Notice of Termination is given or one day prior to the Executive;end of the Employment Period. Notwithstanding the foregoing, 4. (A) If termination is for Cause pursuant to Section 1(g)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such 30-day or shorter period, then the Executive’s employment hereunder is terminated without Cause, shall continue as if the date specified in the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the 15-day period following receipt thereof, which then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be no less than thirty determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (301) days following the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive not to perform any further work shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (C) Except as provided in Section 1(q)(B), if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but 1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 15 days following the date on which after the Notice of Termination is delivered; provided that, given or one day prior to the Companies may waive all or any part end of the thirty Employment Period and (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined 2) if delivered by the Company; and 6. If , the Company will be deemed to have terminated the Executive terminates the Executive’s employment hereunder with Good Reasonother than by reason of death, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.disability or Cause.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. If mean: (i) if the Executive’s termination of employment hereunder terminates on account of occurs due to the Executive’s death, the date of the Executive’s death; 2. If ; (ii) if the Executive’s termination of employment hereunder is terminated following occurs due to the Executive’s Disability, the date that it is determined by the Committee that on which the Executive has terminated employment following receives a Disability; 3. If Notice of Termination from the Company; (iii) if the Executive’s termination of employment hereunder is terminated for Cause, the date the Notice of Termination is delivered occurs due to the Executive; 4. If Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder voluntary resignation without Good Reason, the date specified in the Executive’s Notice of Terminationnotice given pursuant to Section 9(c) hereof, which shall not be no less than thirty (30) days following the date on which after Company’s receipt of the Notice of Termination is deliveredTermination; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, iv) if the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates termination of employment occurs due to the Executive’s employment hereunder with termination for Good Reason, the date of his termination in accordance with Section 9(d) hereof; (v) if the Executive’s termination of employment occurs pursuant to a non-renewal of the Term of Employment by either Party, the end of the then-current Term of Employment; and (vi) if the Executive’s termination of employment occurs for any other reason, the date on which a Notice of Termination is delivered to given or any later date (within thirty (30) days, or any alternative time period agreed upon by the CompanyParties, after the giving of such Notice of Termination) set forth in such Notice of Termination. Notwithstanding anything contained hereinEffective as of the Termination Date, unless otherwise determined by the Board, the Termination Date Executive shall be deemed to have resigned from any and all positions he then holds with the Company and its Affiliates, including but not occur until limited to his position on the date on which Board and the Executive incurs a “separation from service” within the meaning board of Section 409A.directors of any Affiliate.

Termination Date. The Executive’s For purposes of this Agreement, “Termination Date” shall be: 1mean the date on which the Executive incurs a “separation from service” from the Company within the meaning of Section 409A of the Code. If In the Executive’s employment hereunder terminates on account case of the Executive’s death, the date of the Executive’s death; 2. If the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. If Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6of death. If the Executive terminates the Executive’s employment hereunder with Good ReasonFor all other terminations, the Notice of Termination shall specify the proposed Termination Date (which, in the case of a termination for Cause shall not be less than thirty days, and in the case of a termination for Good Reason shall not be more than sixty days, from the date the Executive’s such Notice of Termination is delivered to given); provided, however, that if within thirty days after any Notice of Termination is given the Company. Notwithstanding anything contained hereinparty receiving such Notice of Termination in good faith notifies the other party that a dispute exists concerning the basis for the termination, the Termination Date shall not occur until the date on which the dispute is finally determined, either by mutual written agreement of the parties, or by the final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been taken). Notwithstanding the pendency of any such dispute, the Company or an Employing Affiliate shall continue to pay the Executive incurs his base salary and continue the Executive as a participant (at or above the level provided prior to the date of such dispute) in all compensation, incentive, bonus, pension, profit sharing, medical, hospitalization, prescription drug, dental, life insurance and disability benefit plans in which he was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved whether or not the dispute is resolved in favor of the Company, and the Executive shall not be obligated to repay to the Company or an Employing Affiliate any amounts paid or benefits provided pursuant to this sentence. Notwithstanding the foregoing, in no event shall the Termination Date occur until the Executive experiences a “separation from service” within the meaning of Section 409A.409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Termination Date.

Termination Date. The Executive’s “Termination Date” shall be: 1. If means: (i) if the Executive’s employment hereunder terminates on account of the Executive’s deathis terminated by his death under Section 4(a), the date of the Executive’s his death; 2. If ; (ii) if the Executive’s employment hereunder is terminated following the Executive’s Disabilityon account of his Disability under Section 4(b), the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. If Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct Company provides the Executive not to perform any further work after receiving a written termination notice; (iii) if the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive Company terminates the Executive’s employment hereunder without Good Reasonfor Cause under Section 4(c), 10 business days after which the Company provides the Executive a written termination following the end of any Cure Period; (iv) if, despite the restriction against doing so under Section 4(d), the date specified in Company terminates the Executive’s Notice of Terminationemployment without Cause, which shall be no less than thirty (30) 30 days following after the date on which the Notice of Termination is deliveredCompany provides the Executive a written termination notice; provided that(v) if the Executive terminates or resigns his employment without Good Reason under Section 4(e), the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written immediately upon notice to the Executive and for all purposes of this Agreement, Company from the Executive’s Termination Date shall be , or such later date as set forth in the date determined notice, regardless of any termination notice given at any time by the CompanyCompany to the Executive; and 6. If (vi) if the Executive terminates the Executive’s or resigns his employment hereunder with Good ReasonReason under Section 4(f), the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs provides the Company a “separation from service” written termination notice regardless of any termination notice given at any time by the Company to the Executive, except the Termination Date shall be the last day of any relevant Cure Period, if applicable. Provided further, the Executive must terminate within one (1) year of the meaning event, act, or omission giving rise to such termination with each such event, act, or omission having its own one-year time period; and (vii) the Expiration Date if the Executive’s employment terminates under Section 4(g). If an occurrence of any event or any change in circumstances described in Section 409A.4(f) occurs at any time prior to the Termination Date, the Executive may exercise his rights under Section 4(f) regardless of any exercise by the Company of its rights under this Agreement or any other agreement, whether any such exercise by the Company of any of its rights occurs before or after Executive's exercise of his rights under Section 4(f). If more than one Termination Date is applicable hereunder, Executive shall select the Termination Date.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is specified in the Company’s Notice of Termination after it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty ten (3010) business days following the date on which the Notice of Termination is delivered; provided thatthat during said notice period, the Companies Company shall have the option right to instruct change or eliminate the Executive Executive’s duties within its discretion, which shall not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)be deemed a Good Reason hereunder; 5. (e) If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty ten (3010) business days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty ten (30)-day 10) day notice period for no consideration by giving without further accrual or payment of salary or benefits upon written notice to the Executive Executive, and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined in such notice by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; [provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company]; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. i. If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2ii. If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3iii. If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4iv. If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving 30 days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. v. If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 14 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 14 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6vi. If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because the Company provides notice of non-renewal pursuant to Section 1, the date end of the Executive’s Notice of Termination is delivered to the CompanyEmployment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) ten days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving ten days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; and (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) ten days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day ten-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 90 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving 90 days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Amended Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 90 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 90 day notice period for no consideration by giving written notice to the Executive Executive, and for all purposes of this Amended Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by on which the Committee Company determines that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive, or as otherwise provided in the Notice of Termination; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies . The Company may waive all or any part of the thirty (30)-day notice such period for no consideration by giving written notice to the Executive that his services are not required during the period and providing the Executive with an amount equal to thirty (30)-days’ of his Base Salary. In such event, for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following the on account of Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty forty five (3045) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide Executive with a lump sum payment equal to forty five (45) days Base Salary in lieu of such notice, which shall be paid in a lump sum on Executive’s Termination Date and for all purposes of this Agreement, Executive’s Termination Date shall be the Executive not to perform any further work after receiving the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty forty five (3045) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty forty five (30)-day 45) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the date last day of the Executive’s Notice of Termination is delivered to the CompanyEmployment Term. Notwithstanding anything contained herein, if Executive is a United States taxpayer at the time of termination, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.409A (defined herein).

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “Termination Date” shall be:means (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily other than for Good Reason, then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, 1. (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of 5 Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder terminates shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on account which the dispute is finally determined, either (x) by mutual written agreement of the Executive’s deathparties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death; 2, or (3) one day prior to the end of the Employment Period. If the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that Executive so elects and it is thereafter determined by that Cause or disability (as the Committee that case may be) did not exist, then the employment of the Executive has terminated hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment following a Disability; 3during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive’s employment hereunder Executive so elects and it is terminated for Causethereafter determined that Good Reason did exist, the date the Notice of Termination is delivered to the Executive; 4. If Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which Date shall be no less than thirty the earlier of (301) days following the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) If opinions are required to be delivered pursuant to Section 9(c) hereof and such opinions shall not have been delivered, the Termination Date shall be the earlier of the date on which such opinions are delivered or one day prior to perform any further work after the end of the Employment Period. (E) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (but 15)-day period following receipt 6 thereof and it is finally determined that the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified reason asserted in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the such Notice of Termination is delivered; provided thatdid not exist, then (1) if such Notice was delivered by the Executive, the Companies may waive all or any part of the thirty Executive will be deemed to have voluntarily terminated his employment and (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined 2) if delivered by the Company; and 6. If , the Company will be deemed to have terminated the Executive terminates the Executive’s employment hereunder with Good Reasonother than by reason of death, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.disability or Cause.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following the on account of Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty forty five (3045) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide Executive with a lump sum payment equal to forty five (45) days Base Salary in lieu of such notice, which shall be paid in a lump sum on Executive’s Termination Date and for all purposes of this Agreement, Executive’s Termination Date shall be the Executive not to perform any further work after receiving the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty forty five (3045) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty forty five (30)-day 45) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the date last day of the Executive’s Notice of Termination is delivered to the CompanyEmployment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.409A (defined herein).

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 60 days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (e) If the Executive terminates the Executive’s his employment hereunder without Good Reasonfor any reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 60 days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof or as set forth below, the term 'Termination Date” shall be: 1. If ' means (i) if the Executive’s 's employment hereunder terminates on account of is terminated by the Executive’s 's death, the date of death; (ii) if the Executive’s death; 2. If 's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that it of such early retirement as set forth in such written agreement; (iii) if the Executive's employment is determined terminated by reason of disability pursuant to Section 12 hereof, the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive's employment is terminated by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered given; (v) if the Executive's employment is terminated by the Executive voluntarily pursuant to a Discretionary Termination, the Termination Date for the purposes of the payment of a Termination Payment and a Gross-Up Payment, if any, under Section 9(b) hereof shall be the date the Notice of Termination is given to the Company; and (vi) if the Executive;'s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing," [Remainder of existing Section 1(o) to remain as written in the Agreement.] 4. If Executive’s employment hereunder Section 5(c) of the Agreement is terminated without Causehereby amended and restated to read in its entirety as follows: (c) Regardless of whether or not an Employment Period exists or is ongoing, from the date of a Change in Control of the Company (regardless of whether the Executive has ceased to be employed by the Company for any reason) until he reaches age 85, the Executive and the Executive's wife, and each of their children until they reach the age of 21, shall each be entitled to receive, without cost, premium, co-pay or deductible charges, full health and medical, dental and vision care as provided by the Company to its senior executive employees; provided, that the Executive and his wife shall not be limited to their choice(s) of doctor or the location(s) at which such care is provided. In the event that the Executive dies prior to reaching age 85, his wife shall continue to receive such health care benefits on the same terms and conditions, until the date specified when the Executive would have otherwise reached age 85 but for his death, and each of their children shall continue to receive such health care benefits on the same terms and conditions until they reach age 21. From the date of a Change in Control of the Company (regardless of whether the Executive has ceased to be employed by the Company for any reason) until he reaches age 65, the Executive will also be entitled to the benefit of a long-term and short-term disability insurance policy of $3,000 per month, and in the Notice event that the Executive dies prior to reaching age 65, his wife shall receive the benefits or continued coverage of Terminationsuch policies (as the case may be). From the date of a Change in Control of the Company (regardless of whether the Executive has ceased to be employed by the Company for any reason), which the Company will not, without the Executive's consent, make any changes in the foregoing benefits that would adversely affect in any material respect the rights or benefits of the Executive or his wife or children thereunder. During the Employment Period, the Executive shall also be entitled to receive any other perquisites generally made available, from time to time or at any time, to the Company's key management personnel. Any payments under this Section 5(c) shall be no less than in addition to any other payments or benefits to be received by the Executive under this Agreement or otherwise, including under Section 4(C)(ii) of that certain Employment Agreement, dated as of January 1, 1996, by and between the Company and the Executive (the "Employment Agreement")." 5. A new Section 5(f) is hereby added to the Agreement, to read in its entirety as follows: "Regardless of whether or not an Employment Period exists or is ongoing, immediately upon a Change in Control of the Company, all awards granted to the Executive and then outstanding under the Company's stock option and incentive compensation plans ('Executive Awards') that are not then exercisable by their terms automatically will become immediately exercisable and fully vested for the remainder of their stated terms. In addition, for a period of thirty (30) days following such Change in Control of the date on which the Notice of Termination is delivered; provided thatCompany, the Companies Executive shall have the option right to instruct terminate the Executive not Awards and to perform any further work after receiving receive a lump-sum payment, in cash, equal to the Notice product of Termination (but a) the excess of (x) the per-unit fair market value of the securities underlying the Executive Awards, over (y) the per-unit exercise price of such Executive Awards, and (b) the number of units of such securities covered by the Executive Awards. For purposes of the preceding sentence, the 'fair market value' of securities shall continue to receive compensation and benefits under this Agreement through be based on the highest of (i) the per-unit closing sale price of the securities underlying the Executive Awards, as reported on a national securities exchange or by the Nasdaq Stock Market, on the execution date of termination); 5. If the agreement pursuant to which the Change in Control of the Company is effected, (ii) the per-unit closing sale price of the securities underlying the Executive terminates Awards, as reported on a national securities exchange or by the Executive’s employment hereunder without Good ReasonNasdaq Stock Market, on the effective date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes transaction constituting a Change in Control of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If , and (iii) the Executive terminates the Executive’s employment hereunder highest per-unit price for such securities actually paid in connection with Good Reason, the date the Executive’s Notice such Change in Control of Termination is delivered to the Company. Notwithstanding anything contained hereinthe foregoing, if the exercise of any right granted pursuant to this Section 5(f) would make a transaction constituting a Change in Control of the Company ineligible for pooling of interests accounting under ▇▇▇ ▇▇. ▇▇ which, but for this Section 5(f), would otherwise be eligible for such accounting treatment, the Termination Date Board of Directors of the Company shall not occur until have the ability to substitute for the cash payable pursuant to this Section 5(f) securities of the Company (or of the other entity surviving the transaction constituting the Change in Control of the Company, or its parent corporation, if applicable) having a fair market value equal to the cash that would otherwise be payable hereunder. For purposes of the preceding sentence, the 'fair market value' of securities shall be based on the lower of (i) the average closing bid price of such securities for the ten (10) trading days prior to the execution date on of the agreement pursuant to which the Change in Control of the Company is effected, and (ii) the average of the closing bid price of such securities for the ten (10) trading days prior to the effective date of the transaction constituting a Change in Control of the Company, in each case as such closing bid prices are reported on a national securities exchange or by the Nasdaq Stock Market." 6. The second and third paragraphs of Section 9(b) of the Agreement are hereby deleted in their entirety and a new paragraph inserted in their place, to read in its entirety as follows: "In the event that a portion of the Termination Payment, Accrued Benefits or any other payment or benefit under this Agreement, or payments to or for the benefit of the Executive incurs a “separation from service” under any other agreement or plan of the Company ('Total Benefits'), be deemed to be an 'excess parachute payment,' as defined in Section 280G of the Code, then the Company shall pay the Executive, no later than the tenth day following the Executive's request, such additional cash amount as is necessary to place the Executive in the same after-tax financial position that he would have been in if he had not incurred any liability for Excise Tax ('Excise Tax Liability') under Section 4999 of the Code (the 'Gross-Up Payment'). For purposes of determining whether any of the Total Benefits will be subject to Excise Tax Liability and the amount of such Excise Tax Liability, (i) Total Benefits shall be treated as 'parachute payments' (within the meaning of Section 409A.280G(b)(2) of the Code) unless, in the reasonable opinion of the Company's tax counsel (as confirmed by the Executive's tax counsel), such Total Benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, and all 'excess parachute payments' (within the meaning of Section 280G(b)(1) of the Code) shall be treated as subject to Excise Tax Liability, unless, in the reasonable opinion of the Company's tax counsel (as confirmed by the Executive's tax counsel), such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code, or are not otherwise subject to Excise Tax Liability, and (ii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the residence of the Executive, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes." 7. A new Section 26 is hereby added to the Agreement, to read in its entirety as follows:

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 10(b), and Section 17(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of Retirement, the date of such retirement; (iii) if the Executive’s employment hereunder Termination of Employment is terminated following by reason of disability pursuant to Section 12, the earlier of 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered given; and (v) if the Executive’s Termination of Employment is by the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the earlier of 30 days after the Notice of Termination is given or one day prior to the Executive;end of the Employment Period. Notwithstanding the foregoing, 4. (A) If termination is for Cause pursuant to Section 1(g)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such 30-day or shorter period, then the Executive’s employment hereunder is terminated without Cause, shall continue as if the date specified in the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the 15-day period following receipt thereof, which then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be no less than thirty determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (301) days following the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive not to perform any further work shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (C) Except as provided in Section 1(r)(B), if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but 1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 15 days following the date on which after the Notice of Termination is delivered; provided that, given or one day prior to the Companies may waive all or any part end of the thirty Employment Period and (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined 2) if delivered by the Company; and 6. If , the Company will be deemed to have terminated the Executive terminates the Executive’s employment hereunder with Good Reasonother than by reason of death, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.disability or Cause.

Termination Date. The Executive’s “'s "Termination Date” " shall be: 1. (a) If the Executive’s 's employment hereunder terminates on account of the Executive’s 's death, the date of the Executive’s 's death; 2. (b) If the Executive’s 's employment hereunder is terminated following on account of the Executive’s 's Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s 's employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s 's employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty fourteen (3014) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving fourteen (14) days' Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive's Termination Date and for all purposes of this Agreement, the Executive's Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s 's Notice of Termination, which shall be no less than thirty fourteen (3014) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty fourteen (30)-day 14) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s 's Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s 's employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “"separation from service” " within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. If the (a) if Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. If the (b) if Executive’s employment hereunder is terminated following the on account of Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. If (c) if the Company terminates Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. If (d) if the Company terminates Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty forty-five (3045) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide Executive with a lump sum payment equal to forty-five (45) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on Executive’s Termination Date and for all purposes of this Agreement, Executive’s Termination Date shall be the Executive not to perform any further work after receiving the date on which such Notice of Termination is delivered; and (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the e) if Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty forty-five (3045) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty forty-five (30)-day 45) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.409A (as defined in Section 23 of this Agreement).

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 10(b), and Section 17(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment hereunder Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12, the earlier of thirty (30) days after the Notice of Termination is terminated following given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered to given; and (v) if the Executive; 4. If Executive’s employment hereunder Termination of Employment is terminated without Causeby the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the date specified in the Notice earlier of Termination, which shall be no less than thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is for Cause pursuant to Section 1(g)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such 30-day or shorter period, then the Executive’s employment hereunder shall continue as if the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive not to perform any further work shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (C) Except as provided in Section 1(u)(B), if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but 1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his or her employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 15 days following the date on which after the Notice of Termination is delivered; provided thatgiven or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice Company will be deemed to have terminated the Executive and for all purposes other than by reason of death, disability or Cause. Capitalized terms used in this Agreement not defined in this Section 1 have the meanings assigned in the other sections of this Agreement, . The definitions of the Executive’s Termination Date shall following terms may be found in the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s sections indicated: Annual Base Salary Section 5(a) Base Period Income Section 9(b)(iii) Bonus Amount Section 5(e)(i) Bonus Plan Section 5(e) Company Incentive Plan Section 5(e)(iii) DTSA Section 14(f) Excise Tax Section 9(b)(i) Expenses Section 15 Goals Section 5(e)(iii) National Tax Counsel Section 9(b)(ii) Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Section 13 Plans Section 9(c)(iv) Restricted Employee Section 14(c) Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Payment Section 409A.9(a) Total Payments Section 9(b)(i)

Termination Date. The Executivedate Employee’s employment hereunder is deemed terminated shall hereinafter be referred to as the “Termination Date” ”. Upon the Termination Date, all obligations of Company under this Agreement shall beimmediately terminate, and Company shall have no further liability to Employee under this Agreement, except for any accrued but unpaid obligations hereunder. The Termination Date shall be determined as follows: 1. If the Executive6.3.1 Employee’s employment hereunder terminates on account of the Executive’s death, shall be deemed terminated immediately upon the date of the Executiveevent permitting the Company to terminate the Employee for cause as defined in Section 6.1 above. 6.3.2 Employee’s employment shall be deemed terminated immediately upon Employee’s death;; in such case, the Termination Date shall be the date of death. 2. If 6.3.3 In the Executive’s employment hereunder is terminated following the Executiveevent of Employee’s Disability, the Termination Date shall be the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the ExecutiveCompany gives written notice to Employee of its election to terminate Employee’s employment hereunder in accordance with the notice provisions of Paragraph 8 herein. 6.3.4 In the event Company elects to terminate Employee’s employment, except for cause under Section 6.3.1 (in which case termination is terminated for Causeimmediate), the date the Notice it shall give Employee written notice of its election to terminate such employment in accordance with Paragraph 8 herein. The Termination is delivered to the Executive; 4. If Executive’s employment hereunder is terminated without Cause, the date specified Date in the Notice of Termination, which such case shall be no less than deemed to be thirty (30) days following the date on which Employee is deemed to have received notice in accordance with the Notice provisions of Paragraph 8 herein. 6.3.5 In the event Employee elects to terminate his employment, he shall give Company written notice of his election to terminate such employment in accordance with Paragraph 8 herein. The Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified Date in the Executive’s Notice of Termination, which such case shall be no less than deemed to be thirty (30) days following the date on which Company is deemed to have received notice in accordance with the Notice provisions of Termination is delivered; provided that, Paragraph 8 herein. 6.3.6 If not otherwise terminated in accordance with the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything terms contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.be September 29, 2009, unless renewed in accordance with this Agreement.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. ; (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by Executive satisfies the Committee that the Executive has terminated employment following a definition of Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. Executive (subject to any applicable cure period herein); (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. and (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because the Company provides notice of non-renewal pursuant to Section 1, the date end of the Executive’s Notice of Termination is delivered to the CompanyEmployment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.409A. 5.8

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 90 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving 90 days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Amended Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s her employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 90 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 90 day notice period for no consideration by giving written notice to the Executive Executive, and for all purposes of this Amended Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving 30-days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date, and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. ; (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by Executive satisfies the Committee that the Executive has terminated employment following a definition of Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. Executive (subject to any applicable cure period herein); (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. e) If the Executive terminates the Executive’s her employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. and (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because the Company provides notice of non-renewal pursuant to Section 1, the date end of the Executive’s Notice of Termination is delivered to the CompanyEmployment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.409A. 5.8

Termination Date. The Executive’s “'s "Termination Date” " shall be: 1. (a) If the Executive’s 's employment hereunder terminates on account of the Executive’s 's death, the date of the Executive’s 's death; 2. (b) If the Executive’s 's employment hereunder is terminated following on account of the Executive’s 's Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s 's employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s 's employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving 30 days' Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive's Termination Date and for all purposes of this Agreement, the Executive's Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s 's Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s 's Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s 's employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “"separation from service” " within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty seven (307) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (e) If the Executive terminates the Executive’s her employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty seven (307) days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof or as set forth below, the term 'Termination Date” shall be: 1. If date' means (i) if the Executive’s 's employment hereunder terminates on account of is terminated by the Executive’s 's death, the date of death; (ii) if the Executive’s death; 2. If 's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that it of such early retirement which is determined set forth in such written agreement; (iii) if the Executive's employment is terminated by reason of disability pursuant to Section 12 hereof, the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment period; (iv) if the Executive's employment is terminated by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered given; (v) if the Executive's employment is terminated by the Executive voluntarily pursuant to a Discretionary Termination, the Termination Date for purposes of the payment of a Termination Payment under Section 9(b) hereof shall be the date the Notice of Termination is given to the Company, but for any and all other purposes (including for all purposes under all of the Executive; 4. If Executive’s employment hereunder is terminated without Cause's stock option agreements with the Company), the effective Termination Date for employment termination hereunder and for all other purposes shall be such date as is specified by the Executive in the his Notice of Termination, which provided that such specified date shall not be no less more than ninety (90) days after the date of the Change in Control of the Company; and (vi) if the Executive's employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, the earlier of thirty (30) days following the date on which after the Notice of Termination is delivered; provided thatgiven or one day prior to the end of the Employment Period. Notwithstanding the foregoing, ..." [Remainder of existing Section 1(o) to remain as written in Agreement.] 3. The first paragraph of Section 9(b) of the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive amended and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.restated in its entirety as follows:

Termination Date. The Executive’s “Termination Date” Date shall be: 1. If mean: (i) if the Executive’s termination of employment hereunder terminates on account of occurs due to the Executive’s death, the date of the Executive’s death; 2. If ; (ii) if the Executive’s termination of employment hereunder is terminated following occurs due to the Executive’s Disability, the date that it is determined by the Committee that on which the Executive has terminated employment following receives a Disability; 3. If Notice of Termination from the Company; (iii) if the Executive’s termination of employment hereunder is terminated for Cause, the date the Notice of Termination is delivered occurs due to the Executive; 4. If Executive’s employment hereunder is terminated without CauseVoluntary Resignation, the date specified in the Notice of Terminationnotice given pursuant to Section 8(c) hereof, which shall not be no less than thirty (30) days following the date on which after Company’s receipt of the Notice of Termination is deliveredTermination; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates iv) if the Executive’s termination of employment hereunder without occurs due to the Executive’s termination for Good Reason, the date specified of her termination in accordance with Section 8(d) hereof; (v) if the Executive’s termination of employment occurs pursuant to a non-renewal of the Term of Employment by either Party, the end of the then-current Term of Employment; and (vi) if the Executive’s termination of employment occurs for any other reason, the date on which a Notice of Termination, which shall be no less than Termination is given or any later date (within thirty (30) days following days, or any alternative time period agreed upon by the date on which Parties, after the giving of such Notice of Termination is delivered; provided that, the Companies may waive all or any part Termination) set forth in such Notice of Termination. Effective as of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this AgreementTermination Date, the Executive’s Termination Date shall be the date unless otherwise determined by the Company; and 6. If Board, the Executive terminates shall be deemed to have resigned from any and all positions she then holds with the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.Company and its Affiliates.

Termination Date. The Executive’s “Termination Date” shall will be: 1. If the (a) if Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. If the (b) if Executive’s employment hereunder is terminated following the on account of Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. If (c) if the Company terminates Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. If (d) if the Company terminates Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 60 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide Executive with a lump sum payment equal to 60 days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on Executive’s Termination Date and for all purposes of this Agreement, Executive’s Termination Date shall be the Executive not to perform any further work after receiving the date on which such Notice of Termination is delivered; and (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the e) if Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 60 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 60-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. If mean: (i) if the Executive’s termination of employment hereunder terminates on account of occurs due to the Executive’s death, the date of the Executive’s death; 2. If ; (ii) if the Executive’s termination of employment hereunder is terminated following occurs due to the Executive’s Disability, the date that it is determined by the Committee that on which the Executive has terminated employment following receives a Disability; 3. If Notice of Termination from the Company; (iii) if the Executive’s termination of employment hereunder is terminated for Cause, the date the Notice of Termination is delivered occurs due to the Executive; 4. If Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder voluntary resignation without Good Reason, the date specified in the Executive’s Notice of Terminationnotice given pursuant to Section 9(c) hereof, which shall not be no less than thirty (30) days following the date on which after Company’s receipt of the Notice of Termination is deliveredTermination; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, iv) if the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates termination of employment occurs due to the Executive’s employment hereunder with termination for Good Reason, the date of his termination in accordance with Section 9(d) hereof; (v) if the Executive’s termination of employment occurs pursuant to a non-renewal of the Term of Employment by either Party, the end of the then-current Term of Employment; and (vi) if the Executive’s termination of employment occurs for any other reason, the date on which a Notice of Termination is delivered to given or any later date (within thirty (30) days, or any alternative time period agreed upon by the CompanyParties, after the giving of such Notice of Termination) set forth in such Notice of Termination. Notwithstanding anything contained hereinEffective as of the Termination Date, unless otherwise determined by the Board, the Termination Date Executive shall not occur until be deemed to have resigned from any and all positions he then holds with the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.Company and its Affiliates.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s her employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because the Company provides notice of non-renewal pursuant to Section 1, the date end of the Executive’s Notice of Termination is delivered to the CompanyEmployment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty fifteen (3015) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving fifteen (15) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s her employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty fifteen (3015) days following the date on which the Notice of Termination is delivereddelivered (or forty-five (45) days in the case of termination without Good Reason); provided that, the Companies Company may waive all or any part of the thirty (30)-day such notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty fifteen (3015) calendar days following the date on which the Notice of Termination is delivered; provided provided, that, the Companies shall have the option to instruct Company may provide the Executive not compensation equal to perform any further work after receiving the Notice fifteen (15) days’ in lieu of Termination such notice; and (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) calendar days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.409A (as defined in Section 20.11 below).

Termination Date. The Executive’s For purposes of this Agreement, except as otherwise provided in Section 10(b) and Section 17(a) hereof, the term “Termination Date” shall be:means (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, then the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment is terminated by reason of disability pursuant to Section 12 hereof, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason, but including a Discretionary Termination), then the date the Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, 1. (A) If termination is by the Company for Cause pursuant to Section 1(d)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder terminates shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be) did exist, the Termination Date shall be the earlier of (1) the date on account which the dispute is finally determined, either (x) by mutual written agreement of the Executive’s deathparties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death; 2, or (3) one day prior to the end of the Employment Period. If the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that Executive so elects and it is thereafter determined by that Cause or disability (as the Committee that case may be) did not exist, then the employment of the Executive has terminated hereunder shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company in good faith notifies the Executive that a dispute exists concerning such attempted termination within the fifteen (15)-day period following receipt thereof, then the Executive may elect to continue his employment following a Disability; 3during the pendency of such dispute and the Termination Date shall be determined under this paragraph. If the Executive’s employment hereunder Executive so elects and it is terminated for Causethereafter determined that Good Reason did exist, the date the Notice of Termination is delivered to the Executive; 4. If Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which Date shall be no less than thirty the earlier of (301) days following the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (D) Except as provided in Paragraphs (B) and (C) above and other than a Discretionary Termination (which cannot be subject to perform any further work after dispute by the Company), if the party receiving the Notice of Termination in good faith notifies the other party that a dispute exists concerning the termination within the fifteen (but 15)-day period following receipt thereof and it is finally determined pursuant to a legally binding settlement or final and nonappealable judgment or other binding decision that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive shall continue will be deemed to receive compensation have voluntarily terminated his employment and benefits (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause. In the event clause (2) applies, all amounts owed to the Executive under this Agreement through shall be paid promptly following the date execution of termination);the legally binding settlement or issuance of the final and nonappealable judgment or other binding decision. 5. (E) If the Executive terminates termination is described in Section 2 hereof, then the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates of the Executive’s termination of employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to from the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A..

Termination Date. The Executive’s Except as otherwise provided in Subsection 3(b), Subsection 11(b), and Subsection 18(a) hereof, the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that it of such early retirement which is determined set forth in such written agreement; (iii) if the Termination of Employment is by reason of disability pursuant to Section 13 hereof, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Termination of Employment is by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered to given; (v) if the Executive; 4. If Executive’s employment hereunder Termination of Employment is terminated without by the Employer for Cause, the date specified in the Notice earlier of Termination, which shall be no less than thirty (30) ten days following the date on which after the Notice of Termination is deliveredgiven or one day prior to the end of the Employment Period; provided thatand (vi) if the Executive’s Termination of Employment is by the Employer (other than for Cause or by reason of disability pursuant to Section 13 hereof) or by the Executive for Good Reason, the Companies shall have earlier of thirty days after the option Notice of Termination is given or one day prior to instruct the end of the Employment Period. Notwithstanding the foregoing, (i) If termination is for Cause pursuant to Subsection 2(e)(iii) of this Agreement and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such ten-day or shorter period, then the Executive’s employment hereunder shall continue as if the Employer had not delivered its Notice of Termination; provided, however, the right of the Executive to perform any further work after cure such conduct shall apply only to the first Notice of Termination indicating that the termination is for Cause. (ii) If the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but i) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) fifteen days following the date on which after the Notice of Termination is delivered; provided that, given or one day prior to the Companies may waive all or any part end of the thirty Employment Period and (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined ii) if delivered by the Company; and 6. If , the Company will be deemed to have terminated the Executive terminates the Executive’s employment hereunder with Good Reasonother than by reason of death, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.disability or Cause.

Termination Date. The Executive’s Except as otherwise provided in Section 9(b), Section 12 and Section 16(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account of is terminated by the Executive’s death, the date of the Executive’s death; 2. If ; (ii) if the Executive’s employment hereunder is terminated following by reason of voluntary early retirement, as agreed in writing by the Company and the Executive’s Disability, the date of such early retirement that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. If set forth in such written agreement; (iii) if the Executive’s employment hereunder is terminated for purposes of this Agreement by reason of disability pursuant to Section 11, thirty days after the Notice of Termination is given; (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason) or by the Company for Cause, the date the Notice of Termination is delivered to given; and (v) if the Executive; 4. If Executive’s employment hereunder is terminated without Causeby the Company (other than for Cause or by reason of disability pursuant to Section 11) or by the Executive for Good Reason, the date specified in fourteen days after the Notice of TerminationTermination is given. Notwithstanding the foregoing, (A) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company notifies the Executive that a dispute exists concerning the termination within the fourteen-day period following receipt thereof, which then the Executive may elect to continue the Executive’s employment during such dispute and the Termination Date shall be no less than thirty determined under this paragraph. If the Executive so elects and it is thereafter determined that the Executive terminated the Executive’s employment for Good Reason in accordance with this Agreement, then the Termination Date shall be the earlier of (301) days following the date on which the Notice dispute is finally determined, either (x) by mutual written agreement of Termination is delivered; provided that, the Companies shall have parties or (y) in accordance with Section 21 or (2) the option to instruct date of the Executive’s death. If the Executive so elects and it is thereafter determined that the Executive did not to perform any further work terminate the Executive’s employment for Good Reason in accordance with this Agreement, then the employment of the Executive hereunder shall continue after receiving such determination as if the Executive had not delivered the Notice of Termination (but asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive shall continue to receive compensation and benefits under this Agreement through had not delivered the date Notice of termination); 5. If Termination except that, if it is finally determined that the Executive terminates terminated the Executive’s employment hereunder without for Good ReasonReason in accordance with this Agreement, then the date specified Executive shall in no case be denied the benefits described in Section 8 (including a Termination Payment) based on events occurring after the Executive delivered the Executive’s Notice of Termination. (B) If an opinion is required to be delivered pursuant to Section 8(a)(ii) and such opinion shall not have been delivered, which shall be no less than thirty (30) days following then the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such opinion is delivered. (C) Except as provided in paragraph (A) above, if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the fourteen-day period following receipt thereof and it is finally determined by the Company; and 6. If the Executive terminates that termination of the Executive’s employment hereunder for the reason asserted in such Notice of Termination was not in accordance with Good Reasonthis Agreement, then (1) if such Notice was delivered by the date Executive, then the Executive will be deemed to have voluntarily terminated the Executive’s employment other than for Good Reason by means of such Notice of Termination is and (2) if delivered to by the Company. Notwithstanding anything contained herein, then the Termination Date shall not occur until Company will be deemed to have terminated the date on which the Executive incurs a “separation from service” within the meaning Executive’s employment other than by reason of Section 409A.death, disability or Cause by means of such Notice.

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 10(b), and Section 17(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment hereunder Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12, the earlier of thirty (30) days after the Notice of Termination is terminated following given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered to given; and (v) if the Executive; 4. If Executive’s employment hereunder Termination of Employment is terminated without Causeby the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the date specified in the Notice earlier of Termination, which shall be no less than thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is for Cause pursuant to Section 1(g)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such 30-day or shorter period, then the Executive’s employment hereunder shall continue as if the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (1) the date on which the Notice dispute is finally determined, either (x) by mutual written agreement of Termination is delivered; provided thatthe parties or (y) in accordance with Section 22, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through 2) the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty death or (303) days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice one day prior to the Executive and for all purposes end of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.the

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty ten (3010) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving ten (10) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; (e) If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Notice of Termination is delivered to the Company. (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. f) If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (g) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers such notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. : If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. ; If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. ; If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. ; If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s [his/her] employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. and Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 10(b), and Section 17(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment hereunder Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12, the earlier of thirty (30) days after the Notice of Termination is terminated following given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered to given; and (v) if the Executive; 4. If Executive’s employment hereunder Termination of Employment is terminated without Causeby the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the date specified in the Notice earlier of Termination, which shall be no less than thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is for Cause pursuant to Section 1(g)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such 30-day or shorter period, then the Executive’s employment hereunder shall continue as if the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive not to perform any further work shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (C) Except as provided in Section 1(q)(B), if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but 1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 15 days following the date on which after the Notice of Termination is delivered; provided thatgiven or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice Company will be deemed to have terminated the Executive and for all purposes other than by reason of death, disability or Cause. Capitalized terms used in this Agreement not defined in this Section 1 have the meanings assigned in the other sections of this Agreement, . The definitions of the Executive’s Termination Date shall following terms may be found in the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s sections indicated: Annual Base Salary Section 5(a) Base Period Income Section 9(b)(iii) Bonus Amount Section 5(e)(i) Bonus Plan Section 5(e) Company Incentive Plan Section 5(e)(iii) Excise Tax Section 9(b)(i) Expenses Section 15 Goals Section 5(e)(iii) National Tax Counsel Section 9(b)(ii) Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Section 13 Plans Section 9(c)(iv) Restoration Plan Section 9(c)(iv) SERP Section 9(c)(iv) Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Payment Section 409A.9(a) Total Payments Section 9(b)(i)

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 10(b), and Section 17(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment hereunder Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12, the earlier of thirty (30) days after the Notice of Termination is terminated following given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered to given; and (v) if the Executive; 4. If Executive’s employment hereunder Termination of Employment is terminated without Causeby the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the date specified in the Notice earlier of Termination, which shall be no less than thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is for Cause pursuant to Section 1(g)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such 30-day or shorter period, then the Executive’s employment hereunder shall continue as if the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (1) the date on which the Notice dispute is finally determined, either (x) by mutual written agreement of Termination is delivered; provided thatthe parties or (y) in accordance with Section 22, (2) the Companies shall have date of the option Executive’s death or (3) one day prior to instruct the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not to perform any further work exist, then the employment of the Executive hereunder shall continue after receiving such determination as if the Executive had not delivered the Notice of Termination (but the Executive shall continue to receive compensation asserting Good Reason and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which there shall be no less than thirty (30) days following Termination Date arising out of such Notice. In either case, this Agreement continues, until the date on which Termination Date, if any, as if the Executive had not delivered the Notice of Termination is delivered; provided except that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to if it is finally determined that Good Reason did exist, the Executive and for all purposes of this Agreement, shall in no case be denied the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.benefits described in ​ ​ ​

Termination Date. The Executive’s “Termination Date” shall be: : 1. If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; ; 2. If the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; ; 3. If the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; ; 4. If Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); ; 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A..

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Corporation terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Corporation terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 60 calendar days following the date on which the Notice of Termination is delivered; provided that, the Companies Corporation shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving 60 calendar days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; and (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 60 calendar days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation Separation from service” Service within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Company terminates the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. If the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (b) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the minimum number of weeks’ advance written notice of any termination of the Executive’s employment as required by Australia’s Fair Work Act and National Employment Standards; provided that, the Company shall have the option to provide the Executive with a lump sum payment equal to three months of Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which the such Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (c) If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty sixty (3060) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 60-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (d) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Renewal Date shall not occur until immediately following the date on which the Executive incurs a “separation from service” within the meaning applicable party delivers notice of Section 409A.non-renewal.

Termination Date. The Executive’s “'s Termination Date” Date shall be: 1. (a) If the Executive’s 's employment hereunder terminates on account of the Executive’s 's death, the date of the Executive’s 's death; 2. (b) If the Executive’s 's employment hereunder is terminated following on account of the Executive’s 's Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s 's employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s 's employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days' Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive's Termination Date and for all purposes of this Agreement, the Executive's Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s her employment hereunder with or without Good Reason, the date specified in the Executive’s 's Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s 's Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s 's employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the date end of the Executive’s Notice of Termination is delivered to the Companythen Employment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “"separation from service” " within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; and (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The ExecutiveConsultant’s “Termination Date” shall be: 1. (a) If the ExecutiveConsultant’s employment service hereunder terminates on account of the ExecutiveConsultant’s death, the date of the ExecutiveConsultant’s death; 2. (b) If the ExecutiveConsultant’s employment service hereunder is terminated following on account of the ExecutiveConsultant’s Disability, the date that it is determined by the Committee that the Executive Consultant has terminated employment following a Disability; 3. (c) If the ExecutiveCompany terminates the Consultant’s employment service hereunder is terminated for Cause, the date the Notice of Termination is delivered to the ExecutiveConsultant; 4. (d) If Executivethe Company terminates the Consultant’s employment service hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty 10 (30ten) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not Consultant with a lump sum payment equal to perform any further work after receiving 10 (ten) days’ Base Compensation in lieu of such notice, which shall be paid in a lump sum on the Consultant’s Termination Date and for all purposes of this Agreement, the Consultant’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive Consultant terminates the ExecutiveConsultant’s employment service hereunder with or without Good Reason, the date specified in the ExecutiveConsultant’s Notice of Termination, which shall be no less than thirty 10 (30ten) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty 10 (30)-day ten) day notice period for no consideration by giving written notice to the Executive Consultant and for all purposes of this Agreement, the ExecutiveConsultant’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. and Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive Consultant incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If (f) The last day of the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the CompanyEmployment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty that is ten (3010) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving ten days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered; and (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. e) If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) ten days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day ten-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The ExecutiveEmployee’s “Termination Date” shall be: 1. (a) If the ExecutiveEmployee’s employment hereunder terminates on account of the ExecutiveEmployee’s death, the date of the ExecutiveEmployee’s death; 2. (b) If the ExecutiveEmployee’s employment hereunder is terminated following on account of the ExecutiveEmployee’s Disability, the date that it is determined by the Committee that the Executive Employee has terminated employment following a Disability; 3. (c) If the ExecutiveCompany terminates the Employee’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the ExecutiveEmployee; 4. (d) If Executivethe Company terminates the Employee’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty ten (3010) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not Employee with a lump sum payment equal to perform any further work after receiving five (5) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Employee’s Termination Date and for all purposes of this Agreement, the Employee’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive Employee terminates the ExecutiveEmployee’s employment hereunder with or without Good Reason, the date specified in the ExecutiveEmployee’s Notice of Termination, which shall be no less than thirty ten (3010) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive Employee and for all purposes of this Agreement, the ExecutiveEmployee’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. and Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive Employee incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “'s "Termination Date” " shall be: 1. (a) If the Executive’s 's employment hereunder terminates on account of the Executive’s 's death, the date of the Executive’s 's death; 2. (b) If the Executive’s 's employment hereunder is terminated following on account of the Executive’s 's Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s 's employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s 's employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty fourteen (3014) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving fourteen (14) days' Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive's Termination Date and for all purposes of this Agreement, the Executive's Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s 's Notice of Termination, which shall be no less than thirty fourteen (3014) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty fourteen (30)-day 14) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s 's Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s 's employment hereunder with Good Reasonterminates because either party provides written notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “"separation from service” " within the meaning of Section 409A.

Termination Date. The Executive’s “'s "Termination Date” " shall be: 1. (a) If the Executive’s 's employment hereunder terminates on account of the Executive’s 's death, the date of the Executive’s 's death; 2. (b) If the Executive’s 's employment hereunder is terminated following on account of the Executive’s Disability's disability, the date that it is determined by the Committee that the Executive has terminated employment following an incapacity due to physical or mental illness to perform his or her full-time duties with the Company for a Disabilitycontinuous period of three months or an aggregate of four months in any 12 month period; 3. (c) If the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to Company terminates the Executive; 4. If Executive’s 's employment hereunder is terminated without Causefor any other reason, then the date specified in the Notice of Termination, which shall be no less than thirty sixty (3060) days following the date on which the Notice of Termination is delivered. Upon Notice of Termination, the Company shall have the option to provide the Executive with a lump sum payment equal to sixty (60) days' of the Executive’s base salary in lieu of such notice, which shall be paid in a lump sum on the Executive's Termination Date and for all purposes of this Agreement, then the Executive's Termination Date shall be the date on which such Notice of Termination is delivered; (d) If the Executive terminates the Executive's employment with or without good reason, the date specified in the Executive's Notice of Termination shall be no less than sixty (60) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty sixty (30)-day 60) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s 's Termination Date shall be the date determined by the Company; and 6. (e) If the Executive terminates the Executive’s 's employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Renewal Date shall not occur until immediately following the date on which the Executive incurs a “separation from service” within the meaning applicable party delivers notice of Section 409A.non-renewal.

Termination Date. The Executive’s “Termination Date” shall be: 1. : If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. ; If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. ; If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. ; If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. and Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The ExecutiveEmployee’s “Termination Date” shall be: 1. (a) If the ExecutiveEmployee’s employment hereunder terminates on account of the ExecutiveEmployee’s death, the date of the ExecutiveEmployee’s death; 2. (b) If the ExecutiveEmployee’s employment hereunder is terminated following on account of the ExecutiveEmployee’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following Employee is unable to return to work due to a DisabilityDisability within the time period set forth in Paragraph 5.3(c); 3. (c) If the ExecutiveCompany terminates the Employee’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the ExecutiveEmployee; 4. (d) If Executivethe Company terminates the Employee’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty 60 days following the date on which the Notice of Termination is delivered; provided that, the Company shall have the option to provide the Employee with an additional lump sum payment equal to 60 days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Employee’s Termination Date and for all purposes of this Agreement, the Employee’s Termination Date shall be the date on which such Notice of Termination is delivered; (30e) If the Employee terminates Employee’s employment hereunder with or without Good Reason, the date specified in the Employee’s Notice of Termination, which shall be no less than (60) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty sixty (30)-day 60) day notice period for no consideration by giving written notice period; provided that, the Company shall have the option to accelerate the termination date and provide the Employee with an additional lump sum payment equal to the Executive prorated number of days’ Base Salary that the Company has accelerated the termination, which lump sum shall be paid on the Employee’s Termination Date and for all purposes of this Agreement, the ExecutiveEmployee’s Termination Date shall be the accelerated date determined by the company; and (f) If the Employee’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal; provided that, the Company shall have the option to accelerate the termination date and provide the Employee with an additional lump sum payment equal to the prorated number of days’ Base Salary that the Company has accelerated the termination, which lump sum shall be paid on the Employee’s Termination Date and for all purposes of this Agreement, the Employee’s Termination Date shall be the accelerated date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company;. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive Employee incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s Except as otherwise provided in Subsection 2(b), Subsection 7(b), and Subsection 14(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that it of such early retirement which is determined set forth in such written agreement; (iii) if the Termination of Employment is by reason of disability pursuant to Section 9, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Termination of Employment is by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered to given; (v) if the Executive; 4. If Executive’s employment hereunder Termination of Employment is terminated without by the Employer for Cause, the date specified in the Notice earlier of Termination, which shall be no less than thirty (30) ten days following the date on which after the Notice of Termination is deliveredgiven or one day prior to the end of the Employment Period; provided thatand (vi) if the Executive’s Termination of Employment is by the Employer (other than for Cause or by reason of disability pursuant to Section 9) or by the Executive for Good Reason, the Companies shall have earlier of thirty days after the option Notice of Termination is given or one day prior to instruct the end of the Employment Period. Notwithstanding the foregoing, 1. If termination is for Cause pursuant to Subsection (iii) of the definition of Cause and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within a ten-day or shorter period, then the Executive’s employment hereunder shall continue as if the Employer had not delivered its Notice of Termination; provided, however, the right of the Executive to perform any further work after cure such conduct shall apply only to the first Notice of Termination indicating that the termination is for Cause. 2. If the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but i) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) fifteen days following the date on which after the Notice of Termination is delivered; provided that, given or one day prior to the Companies may waive all or any part end of the thirty Employment Period and (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined ii) if delivered by the Company; and 6. If , the Company will be deemed to have terminated the Executive terminates the Executive’s employment hereunder with Good Reasonother than by reason of death, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.disability or Cause.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company and UC terminate the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the ExecutiveExecutive following completion of the resolution, notice and opportunity to be heard process provided for in Sub-Section 4.1(b) of this Agreement, above, if applicable; 4. (d) If the Company and UC terminate the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty ninety (3090) days following the date on which the Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which, in the event of termination without Good Reason, shall be no less than ninety (90) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation Company and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies UC may waive all or any part of the thirty (30)-day 90-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the CompanyCompany and UC; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either the Executive or the Company and UC provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving 30 days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the first payroll date following the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s her employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 45 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 45 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. If means: (i) if the Executive’s employment hereunder terminates on account of the Executive’s deathis terminated by his death under Section 4(a), the date of the Executive’s his death; 2. If ; (ii) if the Executive’s employment hereunder is terminated following the Executive’s Disabilityon account of his Disability under Section 4(b), the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. If Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct Company provides the Executive not to perform any further work after receiving a written termination notice; (iii) if the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive Company terminates the Executive’s employment hereunder without Good Reasonfor Cause under Section 4(c), 10 business days after which the Company provides the Executive a written termination following the end of any Cure Period; (iv) if, despite the restriction against doing so under Section 4(d), the date specified in Company terminates the Executive’s Notice of Terminationemployment without Cause, which shall be no less than thirty (30) 30 days following after the date on which the Notice of Termination is deliveredCompany provides the Executive a written termination notice; provided that(v) if the Executive terminates or resigns his employment without Good Reason under Section 4(e), the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written immediately upon notice to the Executive and for all purposes of this Agreement, Company from the Executive’s Termination Date shall be , or such later date as set forth in the date determined notice, regardless of any termination notice given at any time by the CompanyCompany to the Executive; and 6. If (vi) if the Executive terminates the Executive’s or resigns his employment hereunder with Good ReasonReason under Section 4(f), the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs provides the Company a “separation from service” written termination notice regardless of any termination notice given at any time by the Company to the Executive, except the Termination Date shall be the last day of any relevant Cure Period, if applicable. Provided further, the Executive must terminate within one (1) year of the meaning event, act, or omission giving rise to such termination with each such event, act, or omission having its own one-year time period; and (vii) the last day of the Term, if the Executive’s employment terminates under Section 409A.4(g). If an occurrence of any event or any change in circumstances described in Section 4(f) occurs at any time prior to the Termination Date, the Executive may exercise his rights under Section 4(f) regardless of any exercise by the Company of its rights under this Agreement or any other agreement, whether any such exercise by the Company of any of its rights occurs before or after Executive’s exercise of his rights under Section 4(f).

Termination Date. The Executive’s “'s Termination Date” Date shall be: 1. If (a) lf the Executive’s 's employment hereunder terminates on account of the Executive’s 's death, the date of the Executive’s 's death; 2. If (b) if the Executive’s 's employment hereunder is terminated following on account of the Executive’s 's Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s 's employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s 's employment hereunder is terminated without with Out Cause, the date specified in the Notice of Termination, which shall be no less than thirty 7 days following the ▇▇▇▇ on which the Notice of Termination is delivered; provided that, the Company shall have the option to provide the Executive with a lump sum payment equal to 14 days' Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive's Termination Date and for all purposes of this Agreement, the Executive's Termination Date shall be the date on which such Notice of Termination is delivered; (30e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive's Notice of Termination, which shall be no less than 60 days following the date on which the Notice of Termination is delivered; [provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 60 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, ; the Executive’s 's Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s 's employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “"separation from service” " within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” Date shall be: 1. : If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. ; If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. ; If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. If Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s his employment hereunder without hereunder, other than a termination by Executive for Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty sixty (3060) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 60-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, (i) any termination of this Agreement and the Executive’s employment by the Company other than for Cause, or other than without Cause where Company pays severance benefits set forth in Section 5.3, or as a result of the Executive’s Disability shall be a material breach of this Agreement by the Company, (ii) any termination of this Agreement and the Executive’s employment by the Executive other than with Good Reason, or other than for death or Disability of Executive shall be a material breach of this Agreement by the Executive, and (iii) the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (e) If the Executive terminates the Executive’s her employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Code Section 409A.

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 9(b), and Section 16(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment hereunder Termination of Employment for purposes of this Agreement is terminated following by reason of disability pursuant to Section 11, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered given; and (v) if the Executive’s Termination of Employment is by the Employer (other than by reason of disability pursuant to Section 11) or by the Executive for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the Executive;end of the Employment Period. Notwithstanding the foregoing, 4. (A) If termination is for Cause pursuant to Section 1(f)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such thirty-day or shorter period, then the Executive’s employment hereunder is terminated without Cause, shall continue as if the date specified in the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the fifteen-day period following receipt thereof, which then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be no less than thirty determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (301) days following the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 21, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive not to perform any further work shall in no case be denied the benefits described in Section 8 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (C) Except as otherwise provided herein, if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but 1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) fifteen days following the date on which after the Notice of Termination is delivered; provided that, given or one day prior to the Companies may waive all or any part end of the thirty Employment Period and (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined 2) if delivered by the Company; and 6. If , the Company will be deemed to have terminated the Executive terminates the Executive’s employment hereunder with Good Reasonother than by reason of death, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.disability or Cause.

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty ninety (3090) days following the date on which the Notice of Termination is delivered; (e) If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which, in the event of termination without Good Reason, shall be no less than ninety (90) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 90-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “’‘Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following the on account of Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty forty five (3045) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide Executive with a lump sum payment equal to forty five (45) clays Base Salary in lieu of such notice, which shall be paid in a lump sum on Executive’s Termination Date and for all purposes of this Agreement, Executive’s Termination Date shall be the Executive not to perform any further work after receiving the date on which such Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination)is delivered; 5. (e) If the Executive terminates the Executive’s his employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty forty five (3045) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty forty five (30)-day 45) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section l, the date last day of the Executive’s Notice of Termination is delivered to the CompanyEmployment Term. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.409A (defined herein).

Termination Date. The ExecutiveEmployee’s “Termination Date” Date shall be: 1. (a) If the ExecutiveEmployee’s employment hereunder terminates on account of expiration of the Executive’s deathEmployment Term, the date last day of the Executive’s deathEmployment Term; 2. (b) If the ExecutiveEmployee’s employment hereunder is terminated following on account of the ExecutiveEmployee’s death or Disability, the date that it is determined by of death or the Committee date that the Executive has terminated employment following Employee shall have received a Disabilitynotice of Disability which shall not have been contested in good faith; 3. (c) If the ExecutiveCompany terminates the Employee’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the ExecutiveEmployee; 4. (d) If Executivethe Company terminates the Employee’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which and for all purposes of this Agreement, the Employee’s Termination Date shall be no less than thirty (30) days following the date on which the such Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination or (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. e) If the Executive Employee terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the ExecutiveEmployee’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive Employee and for all purposes of this Agreement, the ExecutiveEmployee’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A..

Termination Date. The Executive’s “Termination Date” Date shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following the on account of Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates Executive’s employment hereunder is terminated for Causehereunder, the date the Notice of Termination is delivered to Executive or such later date specified in the ExecutiveNotice; 4. (d) If Executive terminates Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 60 days following the date on which the Notice of Termination is delivered; provided that, the Companies that Company may waive all or any part of the thirty (30)-day 60 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (e) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynon-renewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “Except as otherwise provided in Section 2(b), ---------------- ------------ Section 10(b), and Section 17(a), the term "Termination Date” shall be: 1. If " means (i) if the ------------- ------------- Executive's employment is terminated by the Executive’s employment hereunder terminates on account of the Executive’s 's death, the date of death; (ii) if the Executive’s death; 2. If 's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive’s employment hereunder is terminated following the Executive’s Disability, the date that it of such early retirement which is determined by the Committee that the Executive has terminated employment following a Disability; 3. If set forth in such written agreement; (iii) if the Executive’s 's employment hereunder is terminated for Causepurposes of this Agreement by reason of disability pursuant to Section 12, the earlier of thirty days after ---------- the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive's employment is terminated by the Executive voluntarily (other than for Good Reason), the date the Notice of Termination is delivered to given; and (v) if the Executive; 4. If Executive’s 's employment hereunder is terminated without Causeby the Employer (other than by reason of disability pursuant to Section 12) or by the Executive ---------- for Good Reason, the date specified in earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is for Cause pursuant to Section 1(f)(iii) ---------------- and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such thirty-day or shorter period, then the Executive's employment hereunder shall continue as if the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the fifteen-day period following receipt thereof, which then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be no less than thirty determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (301) days following the date on which the Notice dispute is finally determined, either (x) by mutual written agreement of Termination is delivered; provided thatthe parties or (y) in accordance with Section 22, (2) the Companies shall have date of the option Executive's death or (3) ---------- one day prior to instruct the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not to perform any further work exist, then the employment of the Executive hereunder shall continue after receiving such determination as if the Executive had not delivered the Notice of Termination (but asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall continue to receive compensation and in no case be denied the benefits under this Agreement through the date of termination); 5. If described in Section 9 (including a --------- Termination Payment) based on events occurring after the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s delivered his Notice of Termination. (C) Except as provided in Section 1(m)(B), which if the party receiving -------------- the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be no less than thirty (30) days following the earlier of the date on which fifteen days after the Notice of Termination is delivered; provided that, given or one day prior to the Companies may waive all or any part end of the thirty Employment Period and (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined 2) if delivered by the Company; and 6. If , the Company will be deemed to have terminated the Executive terminates the Executive’s employment hereunder with Good Reasonother than by reason of death, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.disability or Cause.

Termination Date. The ExecutiveEmployee’s “Termination Date” Date shall be: 1. (a) If the ExecutiveEmployee’s employment hereunder terminates on account of the ExecutiveEmployee’s death, the date of the ExecutiveEmployee’s death; 2. (b) If the ExecutiveEmployee’s employment hereunder is terminated following on account of the ExecutiveEmployee’s Disability, the date that it is determined by the Committee that the Executive Employee has terminated employment following a Disability; 3. (c) If the ExecutiveCompany terminates the Employee’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the ExecutiveEmployee; 4. (d) If Executivethe Company terminates the Employee’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 30 calendar days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not Employee with a lump sum payment equal to perform any further work after receiving 30 calendar days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Employee’s Termination Date and for all purposes of this Agreement, the Employee’s Termination Date shall be the date on which such Notice of Termination is delivered; and (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. e) If the Executive Employee terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the ExecutiveEmployee’s Notice of Termination, which shall be no less than thirty (30) 30 calendar days following the date on which the Notice of Termination is delivered; provided that, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive Employee incurs a “separation Separation from service” Service within the meaning of Section 409A.

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 10(b), and Section 17(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment hereunder Termination of Employment is, for purposes of this Agreement, by reason of disability pursuant to Section 12, the earlier of thirty (30) days after the Notice of Termination is terminated following given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered to given; and (v) if the Executive; 4. If Executive’s employment hereunder Termination of Employment is terminated without Causeby the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the date specified in the Notice earlier of Termination, which shall be no less than thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing, (A) If termination is for Cause pursuant to Section 1(g)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such 30-day or shorter period, then the Executive’s employment hereunder shall continue as if the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the 15-day period following receipt thereof, then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive not to perform any further work shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (C) Except as provided in Section 1(q)(B), if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but 1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 15 days following the date on which after the Notice of Termination is delivered; provided thatgiven or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Companies may waive all or any part of the thirty (30)-day notice period for no consideration by giving written notice Company will be deemed to have terminated the Executive and for all purposes other than by reason of death, disability or Cause. Capitalized terms used in this Agreement not defined in this Section 1 have the meanings assigned in the other sections of this Agreement, . The definitions of the Executive’s Termination Date shall following terms may be found in the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s sections indicated: Term Section Annual Base Salary Section 5(a) Base Period Income Section 9(b)(iii) Bonus Amount Section 5(e)(i) Bonus Plan Section 5(e) Company Incentive Plan Section 5(e)(iii) Excise Tax Section 9(b)(i) Expenses Section 15 Goals Section 5(e)(iii) National Tax Counsel Section 9(b)(ii) Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Section 13 Plans Section 9(c)(iv) Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Payment Section 409A.9(a) Total Payments Section 9(b)(i)

Termination Date. The Executive’s “Termination Date” shall be: 1. (a) If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. (b) If the Executive’s employment hereunder is terminated following on account of the Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies shall have the option to instruct the Executive not to perform any further work after receiving the Notice of Termination (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. (e) If the Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) 30 days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. (f) If the Executive terminates the Executive’s employment hereunder with Good Reasonterminates because either party provides notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the Executive’s Notice applicable party delivers notice of Termination is delivered to the Companynonrenewal. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

Termination Date. The Executive’s “'s Termination Date” Date shall be: 1. (a) If the Executive’s 's employment hereunder terminates on account of the Executive’s 's death, the date of the Executive’s 's death; 2. (b) If the Executive’s 's employment hereunder is terminated following on account of the Executive’s 's Disability, the date that it is determined by either party delivers the Committee Notice of Termination following a determination that the Executive has terminated employment following a Disability; 3. (c) If the Company terminates the Executive’s 's employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. (d) If the Company terminates the Executive’s 's employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide the Executive not with a lump sum payment equal to perform any further work after receiving thirty (30) days' Base Salary in lieu of such notice, which shall be paid in a lump sum within 72 hours of the Executive's Termination Date and for all purposes of this Agreement, the Executive's Termination Date shall be the date on which such Notice of Termination is delivered; and (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. e) If the Executive terminates the Executive’s her employment hereunder with or without Good Reason, the date specified in the Executive’s 's Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s 's Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until coincide with the date on which the Executive incurs a “"separation from service” " within the meaning of Section 409A.

Termination Date. The Executive’s “Termination Date” shall be: 1. If the (a) if Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death; 2. If the (b) if Executive’s employment hereunder is terminated following the on account of Executive’s Disability, the date that it is determined by the Committee that the Executive has terminated employment following a Disability; 3. If (c) if the Company terminates Executive’s employment hereunder is terminated for Cause, the date the Notice of Termination is delivered to the Executive; 4. If (d) if the Company terminates Executive’s employment hereunder is terminated without Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company shall have the option to instruct provide Executive with a lump sum payment equal to thirty (30) days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on Executive’s Termination Date and for all purposes of this Agreement, Executive’s Termination Date shall be the Executive not to perform any further work after receiving the date on which such Notice of Termination is delivered; and (but the Executive shall continue to receive compensation and benefits under this Agreement through the date of termination); 5. If the e) if Executive terminates the Executive’s his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that, the Companies Company may waive all or any part of the thirty (30)-day 30) day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and 6. If the Executive terminates the Executive’s employment hereunder with Good Reason, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.409A (as defined in Section 23 of this Agreement).

Termination Date. The Executive’s Except as otherwise provided in Section 2(b), Section 10(b), and Section 17(a), the term “Termination Date” shall be: 1. If means (i) if the Executive’s employment hereunder terminates on account Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s death; 2. If Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive’s employment hereunder Termination of Employment for purposes of this Agreement is terminated following by reason of disability pursuant to Section 12, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive’s Disability, the date that it Termination of Employment is determined by the Committee that the Executive has terminated employment following a Disability; 3. If the Executive’s employment hereunder is terminated voluntarily (other than for CauseGood Reason), the date the Notice of Termination is delivered given; and (v) if the Executive’s Termination of Employment is by the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the Executive;end of the Employment Period. Notwithstanding the foregoing, 4. (A) If termination is for Cause pursuant to Section 1(f)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such thirty-day or shorter period, then the Executive’s employment hereunder is terminated without Cause, shall continue as if the date specified in the Employer had not delivered its Notice of Termination. (B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the fifteen-day period following receipt thereof, which then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be no less than thirty determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (301) days following the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22, (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination is delivered; provided asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, the Employment Period continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, the Companies shall have the option to instruct if it is finally determined that Good Reason did exist, the Executive not to perform any further work shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination. (C) Except as provided in Section 1(n)(B), if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (but 1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall continue to receive compensation and benefits under this Agreement through be the earlier of the date of termination); 5. If the Executive terminates the Executive’s employment hereunder without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) fifteen days following the date on which after the Notice of Termination is delivered; provided that, given or one day prior to the Companies may waive all or any part end of the thirty Employment Period and (30)-day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined 2) if delivered by the Company; and 6. If , the Company will be deemed to have terminated the Executive terminates the Executive’s employment hereunder with Good Reasonother than by reason of death, the date the Executive’s Notice of Termination is delivered to the Company. Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.disability or Cause.