Common use of Termination Following a Change in Control Clause in Contracts

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager terminates his employment for Good Reason, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, ManagerExecutive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager if Executive terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager Executive the following: (ia) An amount equal to ManagerTwo times Executive’s monthly annual base salary in effect at the time of such termination for a period of 24 months thereaftertermination. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for management executive employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager Executive for the fiscal year immediately preceding the year in which ManagerExecutive’s termination of employment occurs. Such amount shall be paid to Manager Executive in a lump sum as soon as practicable after the date of his termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager Executive and/or ManagerExecutive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ManagerExecutive’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such termination and ending at termination, the end of the period described in Section 4.02(a)(i) above, Manager Executive shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager the Executive shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Manager terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager the following: (ia) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twelve (12) months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above4.02(a), Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Manager terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager the following: (ia) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twelve (12) months thereafter. Such amount shall be paid paid, at Manager’s election, in either a lump sum payment as soon as practicable following the date of such termination or periodically in accordance with the Company’s or successor’s customary payroll practices for management Manager employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above4.02(a), Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, Control and prior to the end of the term of this Agreement, ManagerExecutive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager if Executive terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager Executive the following: (ia) An amount equal to ManagerTwo times Executive’s monthly annual base salary in effect at the time of such termination for a period of 24 months thereaftertermination. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for management executive employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager Executive for the fiscal year immediately preceding the year in which ManagerExecutive’s termination of employment occurs. Such amount shall be paid to Manager Executive in a lump sum as soon as practicable after the date of his termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager Executive and/or ManagerExecutive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ManagerExecutive’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such termination and ending at termination, the end of the period described in Section 4.02(a)(i) above, Manager Executive shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager the Executive shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. Sections 5(c)(i), (aii), (iii) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end (v) of the term Agreement are amended to read in their entirety as follows (the remainder of this Agreement, Manager’s employment is terminated by the Company (or any successor theretoSection 5(c) for any reason other than Cause, or Manager terminates his employment for Good Reason, the Company (or any successor thereto) shall pay Manager the following:remains unchanged): (i) An The Company shall pay to you an amount equal to Manager’s monthly twenty-four (24) months of your base salary (the “CIC Severance Period”) in effect at a lump sum in the time month next following the month of such termination for a period of 24 months thereafteryour employment, except as described in this paragraph. Such amount You shall be paid in accordance with under no obligation to secure alternative employment during the Company’s customary payroll practices for management employeesCIC Severance Period, and payment of your base salary shall be made without regard to any subsequent employment you may obtain. To the extent that salary continuation payments under Section 5(a)(i) would be delayed until the seventh month after termination of employment if Section 5(a)(i) applied to your termination of employment, the payment under this Section 5(c)(i) shall be delayed until the seventh month after termination of employment. (ii) An amount The Company shall also pay you a bonus equal to two (2) times the incentive compensation earned by or paid to Manager target bonus for which you would have been eligible for the fiscal year immediately preceding of termination pursuant to the year Company’s then-effective cash bonus plan. Such payment shall be made in which Manager’s the month next following the month of termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his terminationyour employment. (iii) If you or your eligible spouse and dependents timely elect COBRA Coverage, the Company shall pay the monthly premiums for such coverage during the CIC Severance Period; provided that, if you elect coverage under a subsequent employer’s group health insurance plan during the CIC Severance Period, payment of such premiums shall cease (but only to the extent applicable law would not preclude payment of such premiums solely to you and other executives). (v) The base Company shall pay you for all salary and any other amounts earned but not paid prior to termination, including vacation and sick leave days that have accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for have not been used. Payment under this subsection (c)(v) shall be made at the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under time of the Company’s health plan pursuant to Title I, Part 6 of standard payroll for the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose pay period that includes the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRAyour employment. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01A. If, if, immediately prior to or within twelve months following a Change in Control, and prior to the end of the term of this Agreement, ManagerControl (defined below): (i) Executive’s employment is terminated by the Company without Cause; or (or any successor theretoii) Executive’s employment is terminated for Good Reason (defined below), Executive shall receive from the Company: (x) payment of Executive’s Base Salary through and including the date of termination; (y) payment for all accrued and unused vacation time existing as of the date of termination, which will be paid at a rate calculated in accordance with Executive’s Base Salary at the time of termination; and (z) reimbursement of business expenses incurred prior to the date of termination. In addition, if the severance of Executive’s employment falls within the terms of this Subsection, then, subject to the condition precedent that Executive sign a general release of all claims in a form approved by the Company in the exercise of its sole discretion, Executive shall also receive, and the Company shall pay Executive, a severance payment in an amount equal to the product of two times Executive’s annual Base Salary as the same may have been changed through the date of the termination of Executive’s employment, less applicable withholdings. B. If Executive ▇▇▇▇▇▇ employment with the Company within sixty (60) days of a Change in Control (defined below) for any reason other than CauseGood Reason (defined below), or Manager terminates his employment Executive shall receive: (x) payment of Executive’s Base Salary through and including the date of termination; (y) payment for Good Reasonall accrued and unused vacation time existing as of the date of termination, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Managerwhich will be paid at a rate calculated in accordance with Executive’s monthly base salary in effect Base Salary at the time of such termination for a period termination; and (z) reimbursement of 24 months thereafterbusiness expenses incurred prior to the date of termination. Such amount shall be paid in accordance In addition, if Executive ▇▇▇▇▇▇ employment with the Company’s customary payroll practices Company within sixty (60) days of a Change in Control for management employees. (ii) An any reason other than Good Reason, then, subject to the condition precedent that Executive sign a general release of all claims in a form approved by the Company in the exercise of its sole discretion, Executive shall also receive, and the Company shall pay Executive, a severance payment in an amount equal to Executive’s annual Base Salary as the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned same may have been changed through the date of the termination and any incentive compensation earned for the preceding fiscal year that is not yet paidof Executive’s employment, less applicable withholdings. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) C. For purposes of this Agreement:, the term “Change in Control” shall mean the occurrence of any of the following events: (i) the consummation of any transaction after the Effective Date in which any person or entity or group of related persons and/or entities becomes the beneficial owner, directly or indirectly, of securities representing more than twenty percent (20%) of the combined voting power of the Company’s outstanding voting securities, (ii) three or more directors, whose election or nomination for election is not approved by a majority of the members of the Company’s Board of Directors on the Effective Date, are elected within any twelve month period to serve on its Board of Directors, or (iii) any merger (other than a merger in which the Company is the survivor and there is no change of control pursuant to (i) or (ii) of this sentence), reorganization, consolidation, liquidation, winding up or dissolution of the Company or the sale of all or substantially all of its assets.

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Manager terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager the following: (ia) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twelve (12) months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management Manager employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above4.02(a), Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager terminates his employment for Good Reason, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twenty-four months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager terminates his Manager’s employment for Good Reason, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twenty-four months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his Manager’s termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he Manager would have paid for such coverage had he Manager remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Manager terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager the following: (ia) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twelve (12) months thereafter. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for management employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above4.02(a), Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, If within two years following a Change in Control, and prior to the end of the term of this Agreement, Manager’s Executive's employment is terminated by the Company (or any successor thereto) for any reason (other than Cause, for reason of death or Manager terminates his employment Disability) or by the Executive for Good Reason, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary Executive in effect at the time of such termination for a period of 24 months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager cash in a lump sum to be paid as soon as practicable after following termination (but in no event later than 30 days following such termination), an amount equal to two times the sum of (a) the annual Base Salary of the Executive, and (b) the amount of all bonuses earned by him (including any amounts deferred) for the performance period that ended immediately prior to the performance period in which the date of termination occurs. The Executive and his eligible dependents shall also be entitled, at the Company’s expense, to continue to participate in all welfare and health benefit plans in which they were participating on the date of termination of the Executive's employment until the earlier of (x) the end of the Employment Period, or (z) the date he receives equivalent coverage and benefits under the plans and programs of a subsequent employer, and any such coverage and benefits actually received by the Executive and his dependents shall be reported to the Company. In addition, the Executive shall be entitled to (x) accelerated vesting upon the termination date of all outstanding equity awards not already accelerated upon the happening of the Change in Control, with all outstanding stock options or stock appreciation rights remaining exercisable for no less than one year or the remainder of the original term, if shorter, (y) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the termination date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Companyemployment, and for the duration of the COBRA period(z) any other rights, Manager shall be charged for such coverage benefits or entitlements in accordance with this Agreement or any applicable plan, policy, program, arrangement of, or other agreement with, the provisions Company or any of COBRAits subsidiaries or affiliates. There shall be no Severance Period following a termination under this Section 6(h) or after a Change in Control following any termination pursuant Section 6(i). (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager terminates his employment for Good Reason, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 12 months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. If the Executive’s employment terminates for any reason within twelve (a12) Notwithstanding Section 4.01, if, months following a “Change in Control,” other than for death, and prior to the end of the term of this AgreementDisability or Cause, Manager’s employment is terminated by then the Company (or any successor thereto) for any reason other than Cause, or Manager terminates his employment for Good Reason, the Company (or any successor thereto) shall pay Manager or provide the following:Executive the Amounts and Benefits and, subject to Section 5.4.5; (i) An amount equal the Executive’s Base Salary will continue to Manager’s monthly base salary in effect at the time of such termination for a period of 24 months thereafter. Such amount shall be paid until the expiration of the Term in accordance with the Company’s customary usual payroll practices for management employees.of the Company; (ii) An in lieu of annual bonuses, the Executive will receive cash payments each in the amount equal to of $150,000, on each March 15 during the incentive compensation earned by or paid to Manager for remainder of the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination.Term; and (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal remainder of the Term, the Company shall, at its expense, continue on behalf of the Eligible Employee and the Employee’s dependents and beneficiaries any medical, dental, vision and hospitalization benefits provided to the Eligible Employee immediately prior to the Date of Termination or reimburse Executive for Executive’s medical, dental, vision and hospitalization related expenses. The coverage, benefits and reimbursements (including deductibles and costs) provided hereunder shall be no less favorable to the Executive and the Executive’s dependents and beneficiaries, than the coverage and benefits made available immediately prior to the Date of Termination. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans are no less favorable to the Employee than the coverages and benefits required to be provided hereunder. Notwithstanding the foregoing, any reimbursements of expenses payable under this Section that are includible in gross income for Federal income tax purposes shall be paid on or before the last day of the Executive’s taxable year that is not yet paidin which the expense was incurred. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement, a “Change in Control” means the occurrence of any one or more of the following events: (a) any person or other entity (other than any of the Company’s subsidiaries or any employee benefit plan sponsored by the Company or any of its subsidiaries) including any person as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becomes the beneficial owner, as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of more than fifty percent (50%) of the total combined voting power of all classes of capital stock of the Company normally entitled to vote for the election of directors of the Company (the “Voting Stock”); (b) the Board and/or the shareholders of the Company approve the sale of all or substantially all of the property or assets of the Company and such sale occurs; (c) the Board and/or the shareholders of the Company approve a consolidation or merger of the Company with another entity (other than with any of the Company’s subsidiaries), the consummation of which would result in the shareholders of the Company immediately before the occurrence of the consolidation or merger owning, in the aggregate, less than 50% of the Voting Stock of the surviving entity, and such consolidation or merger occurs; or (d) a change in the board of directors of the Company occurs with the result that the members of the board on the effective date of this Agreement (the “Incumbent Directors”) no longer constitute a majority of such board of directors, provided that any person becoming a director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest or the settlement thereof, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose election or nomination for election was supported by more than half of the then Incumbent Directors shall be considered an Incumbent Director for purposes hereof.

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager terminates his employment for Good Reason, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twenty-four months and a lump sum of prior year’s bonus thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, In the event that within 90 days following a Change in Control, and prior to the end of the term of this Agreement, ManagerExecutive’s employment is terminated by the Company (or any successor theretoits successor) for any reason other than Cause, without Cause or Manager terminates his employment by the Executive for Good Reason, in either case effective prior to the last day of the Term then in effect, and provided that the Executive executes and delivers the Release within twenty-one (21) days after the Executive’s date of termination (unless applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law) and does not revoke or breach such agreement, the Company (or any successor thereto) shall pay Manager the following: Executive (ia) An severance pay in a total amount equal to Manager’s monthly base salary twelve (12) months of the Base Salary plus twelve (12) months of the Ancillary Payment (at the Base Salary and Ancillary Payment rates in effect at on the date of termination) (less any applicable payroll deductions and tax withholdings), payable, in the Company’s sole discretion, subject to Article III.H hereof, either as a lump sum within the same time period as the Accrued Obligations or in equal installments over the one year (1) year period following the Executive’s date of such termination for a period of 24 months thereafter. Such amount shall be paid termination, in accordance with the Company’s customary standard payroll practices for management employees. policies, with the first installment being paid no later thirty (ii30) An amount equal days following the effective date of the Release, in which event such first payment shall include all installments that would otherwise already have been paid to the incentive compensation earned by or paid to Manager for Executive during the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through period following the date of termination of the Executive’s employment with the Company had payments of the installments commenced immediately following the Executive’s date of termination; (b) all unvested stock options and any incentive compensation earned for restricted stock units granted by the preceding fiscal year Company to the Executive prior to the Change in Control, that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under have been assumed or substituted by the Company’s health plan pursuant to Title Isuccessor, Part 6 shall become fully vested as of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment the Executive’s employment; and (c) the time period in which the Executive may exercise his vested stock options shall be considered extended to the earlier of (i) the original expiration date of a certain option grant, or (ii) twelve (12) months following the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRAExecutive’s employment. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01If, if, within 12 months following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (x) Employer (or any successor theretoto Employer) for any reason terminates Executive’s employment other than for Cause, or Manager (y) Executive terminates his employment for Good Reason, the Company (or any successor thereto) shall pay Manager the followingthen: (i) An amount equal Bank (or its successor) shall pay to ManagerExecutive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s monthly base salary in effect at the time of such termination for a period of 24 months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees.Accrued Salary; (ii) An subject to Section 12 hereof, Bank (or its successor) shall pay to Executive an amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager Severance Amount, payable in a lump sum as soon as practicable after in cash on the date 60th day following the Date of his termination.Termination; (iii) The base salary and accrued but unused paid vacation time earned through if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then during the date of termination and any incentive compensation earned for Health Benefits Continuation Period, Bank (or its successor) shall pay to Executive the preceding fiscal year that is not yet paid.Health Coverage Benefit; (iv) Continued coverage for Manager and/or Manager’s family under to the Company’s health plan pursuant extent not theretofore paid or provided, Bank (or its successor) shall timely pay or provide to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRAExecutive any Other Benefits. (bv) Notwithstanding the foregoing, Bank (or its successor) shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For purposes the avoidance of this Agreement:doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof. (vi) Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi).

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, 5.1 If the Executive fails to perform the Executive’s full-time duties with the Company following a Change in ControlControl as a result of incapacity due to physical or mental illness, and prior during any period when the Executive so fails to perform the Company shall pay the Base Salary to the end Executive, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement (other than the Company’s short- or long-term disability plan, as applicable, but including any bonus or incentive plan) maintained by the Company during such period, until the Executive resumes the full time performance of this Agreement, Managersuch duties or the Executive’s employment is terminated by the Company (or any successor thereto) for Disability. 5.2 If the Executive’s employment shall be terminated for any reason other than Cause, or Manager terminates his employment for Good Reasonfollowing a Change in Control, the Company (or any successor thereto) shall pay Manager to the followingExecutive within five (5) business days the sum of: (A) All unpaid salary earned through the Date of Termination; (B) All accrued but unused vacation earned through the Date of Termination; (C) Reimbursement for (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 months thereafter. Such amount shall be paid any unpaid, valid business expenses that were approved in accordance with Company policy and (ii) any payroll deductions not yet applied to the purchase of stock under the Company’s customary payroll practices for management employees. (ii) An amount equal employee stock purchase plan pursuant to the incentive compensation earned by or paid to Manager terms of such plan. Any unpaid valid business expenses submitted for reimbursement no later than sixty (60) days following the fiscal year immediately preceding the year in which Manager’s termination Date of employment occurs. Such amount Termination shall be paid to Manager the Executive in a lump sum as soon as practicable after the date of his terminationcash within ten (10) business days following such submission. (iiiD) The base salary all other compensation and accrued but unused paid vacation time earned benefits payable to the Executive through the date Date of termination and any incentive compensation earned for Termination under the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under terms of the Company’s health plan pursuant compensation and benefit plans, programs or arrangements as in effect immediately prior to Title Ithe Date of Termination or, Part 6 if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason. 5.3 Except as expressly provided herein, if the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ManagerExecutive’s termination of employment shall be considered terminated for any reason following a Change in Control, the date Company shall pay to the Executive the Executive’s other normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRAfirst event or circumstance constituting Good Reason. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager terminates his Manager’s employment for Good Reason, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twelve months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his Manager’s termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he Manager would have paid for such coverage had he Manager remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Manager terminates his her employment for Good Reasonbecause of a decrease in her then current base salary or a substantial diminution in her position and responsibilities, the Company (or any successor thereto) shall pay Manager the following: (ia) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twelve (12) months thereafter. Such amount shall be paid in accordance with the Company’s or successor’s customary payroll practices for management Manager employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iiib) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivc) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above4.02(a), Manager shall be charged for such coverage in the amount that he she would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, Control and prior to the end of the term of this Agreement, ManagerExecutive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager if Executive terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager Executive the following: (ia) An amount equal to ManagerOne times Executive’s monthly annual base salary in effect at the time of such termination for a period of 24 months thereaftertermination. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for management executive employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager Executive for the fiscal year immediately preceding the year in which ManagerExecutive’s termination of employment occurs. Such amount shall be paid to Manager Executive in a lump sum as soon as practicable after the date of his termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager Executive and/or ManagerExecutive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ManagerExecutive’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such termination and ending at termination, the end of the period described in Section 4.02(a)(i) above, Manager Executive shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager the Executive shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Manager terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 12 months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above4.02(a), Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, ManagerExecutive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager if Executive terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager Executive the following: (ia) An amount equal to ManagerExecutive’s monthly base salary in effect at the time of such termination for a period of 24 twenty-four (24) months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager Executive for the fiscal year immediately preceding the year in which ManagerExecutive’s termination of employment occurs. Such amount shall be paid to Manager Executive in a lump sum as soon as practicable after the date of his termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager Executive and/or ManagerExecutive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ManagerExecutive’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such termination and ending at termination, the end of the period described in Section 4.02(a)(i) above, Manager Executive shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager the Executive shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, 5.1 If the Executive fails to perform the Executive’s full-time duties with the Company following a Change in ControlControl as a result of incapacity due to physical or mental illness, and prior during any period when the Executive so fails to perform the Company shall pay the Base Salary to the end Executive, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement (other than the Company’s short- or long-term disability plan, as applicable, but including any bonus or incentive plan) maintained by the Company during such period, until the Executive resumes the full time performance of this Agreement, Managersuch duties or the Executive’s employment is terminated by the Company (or any successor thereto) for Disability. 5.2 If the Executive’s employment shall be terminated for any reason other than Cause, or Manager terminates his employment for Good Reasonfollowing a Change in Control, the Company (or any successor thereto) shall pay Manager to the followingExecutive within five (5) business days the sum of: (A) All unpaid salary earned through the Date of Termination; (B) All accrued but unused vacation earned through the Date of Termination; (C) Reimbursement for (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 months thereafter. Such amount shall be paid any unpaid, valid business expenses that were approved in accordance with Company policy and (ii) any payroll deductions not yet applied to the purchase of stock under the Company’s customary payroll practices for management employees. (ii) An amount equal employee stock purchase plan pursuant to the incentive compensation earned by or paid to Manager terms of such plan. Any unpaid valid business expenses submitted for reimbursement no later than sixty (60) days following the fiscal year immediately preceding the year in which Manager’s termination Date of employment occurs. Such amount Termination shall be paid to Manager the Executive in a lump sum as soon as practicable after the date of his terminationcash within ten (10) business days following such submission. (iiiD) The base salary all other compensation and accrued but unused paid vacation time earned benefits payable to the Executive through the date Date of termination and any incentive compensation earned for Termination under the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under terms of the Company’s health plan pursuant compensation and benefit plans, programs or arrangements as in effect immediately prior to Title Ithe Date of Termination or, Part 6 if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason. 5.3 Except as expressly provided herein, if the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ManagerExecutive’s termination of employment shall be considered terminated for any reason following a Change in Control, the date Company shall pay to the Executive the Executive’s other normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined Change in Control Severance Agreement under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRAfirst event or circumstance constituting Good Reason. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Manager terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager the following: (ia) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twelve (12) months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above4.02(a), Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Manager terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 12 months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management Manager employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above4.02(a), Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager terminates his employment for Good Reason, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twenty-four (24) months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager terminates his employment for Good Reason, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twelve months and a lump sum of prior year’s bonus thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to If the end of the term of this Agreement, ManagerExecutive’s employment is terminated by the Company during the Protection Period (or any successor theretoas defined below) for any reason other than for Cause, Disability or Manager as a result of the Executive’s death, or if the Executive terminates his employment during the Protection Period for Good Reason, the Company shall, subject to Section 7 of this Agreement, provide Executive with the following within ten (or any successor thereto10) shall pay Manager days of the followingeffective date of the Severance Agreement and General Release described below (the “Effective Date”) unless otherwise indicated below: (i) An amount equal to Managerthe Executive’s monthly base salary in effect at the time of such termination Base Salary and vacation pay (for a period of 24 months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (iivacation not taken) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned unpaid through the date of termination of employment; (ii) a lump sum severance payment in an amount equal to twelve months Base Salary at the rate in effect as of the date of termination; (iii) the Company shall provide continuation of Fringe Benefits for twelve months after the date of termination. In the event the Company’s Fringe Benefit plans do not permit continued participation by Executive after his termination, then Executive will instead be entitled to a lump sum payment from the Company of the expected cost to Executive to purchase and any incentive compensation earned continue all such Fringe Benefit programs, as an individual or family policyholder, grossed up for all local, state and Federal taxes at the preceding fiscal year that is not yet paid.maximum tax rate; and (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 all of the Employee Retirement Income Security Act of 1974 (“COBRA”) Executive’s Outstanding Options shall become immediately vested and for such purpose exercisable in full. Executive’s entitlement to the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period foregoing benefits described in Section 4.02(a)(i(g) above, Manager shall be charged is conditional on his execution of a Severance Agreement and General Release in substantially the same form as is attached hereto as Appendix 3. The Company agrees to provide to Executive within ten (10) days of termination the Severance Agreement and General Release for such coverage in execution. For the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Section 6(g) and Section 6(h) of this Agreement, the following terms are defined below:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following If a Change in Control, Control occurs during the Term of Employment and prior to the end Executive's employment terminates at any time during the 13-month period beginning on the date of the term first occurrence of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) such Change in Control for any reason other than Cause, Cause or Manager terminates his employment for the Executive's death or Disability (including without limitation by the Executive with or without Good Reason, the Company (or any successor thereto) shall pay Manager the following:): (i) An amount equal the Executive will be entitled to Manager’s monthly base salary the compensation and benefits provided in Section 5(g); (ii) the Executive will receive his Base Salary, at the rate in effect at on the time effective date of such his termination of employment, for the remainder of the Term of Employment or for a period of 24 months thereafter. Such amount shall be paid in accordance with from the Company’s customary payroll practices for management employees.date of such termination, whichever is longer; (iiiii) An amount equal the Executive will be entitled to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable receive (within 10 days after the date of his such termination. (iii) The base salary and accrued but unused paid vacation time earned a bonus equal to the targeted annual performance bonus, if any, payable pursuant to Section 4(b) for the year of such termination multiplied by a fraction, the numerator of which is the number of calendar days during such year through the date of termination termination, and any incentive compensation earned for the preceding fiscal year that denominator of which is not yet paid.365; (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan Executive will be entitled to receive a bonus equal to two times the targeted annual performance bonus, if any, payable pursuant to Title ISection 4(b) for the year of such termination, Part 6 which will be payable in equal monthly installments for a period of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on 24 months from the date of such termination and ending at termination; and (v) for a period of 24 months following the end date of such termination, the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the date of such termination, except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits. In addition, the Executive will be credited with two additional years of employment with the Company for purposes of the period nonqualified supplemental executive retirement benefit described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA4(f). (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager terminates his employment for Good Reason, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twelve (12) months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, ManagerExecutive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager if Executive terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager Executive the following: (i) An amount equal to ManagerExecutive’s monthly base salary in effect at the time of such termination for a period of 24 months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager Executive for the fiscal year immediately preceding the year in which ManagerExecutive’s termination of employment occurs. Such amount shall be paid to Manager Executive in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager Executive and/or ManagerExecutive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ManagerExecutive’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such termination and ending at termination, the end of the period described in Section 4.02(a)(i) above, Manager Executive shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager the Executive shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in of Control, and prior to the end of the term of this Agreement, ManagerExecutive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager if Executive terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager Executive the following: (ia) An amount equal to ManagerThe Executive’s monthly annual base salary in effect at the time of such termination for a period of 24 months thereaftertermination. Such amount shall be paid in accordance with a lump sum payment as soon as practicable following the Company’s customary payroll practices for management employeesdate of such termination. (iib) An amount equal to the incentive compensation earned by or paid to Manager Executive for the fiscal year immediately preceding the year in which ManagerExecutive’s termination of employment occurs. Such amount shall be paid to Manager Executive in a lump sum as soon as practicable after the date of his termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager Executive and/or ManagerExecutive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose of the date of ManagerExecutive’s termination of employment shall be considered the date of the “qualifying event” as such term is if defined by COBRA. During the twelve month period beginning on the date of such termination and ending at termination, the end of the period described in Section 4.02(a)(i) above, Manager Executive shall be charged for such coverage overage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager the Executive shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Manager terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager the following: (ia) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twenty-four (24) months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above4.02(a), Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager terminates his employment for Good Reason, the Company (or any successor thereto) shall pay Manager the following: (i) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twenty-four (24) months and lump sum of prior year’s bonus thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (ii) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above, Manager shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, if following a Change in Control, and prior to the end of the term of this Agreement, ManagerExecutive’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or Manager if Executive terminates his employment for Good Reasonbecause of a decrease in his then current base salary or a substantial diminution in his position and responsibilities, the Company (or any successor thereto) shall pay Manager Executive the following: (ia) An amount equal to ManagerTwo times Executive’s monthly annual base salary in effect at the time of such termination for a period of 24 months thereaftertermination. Such amount shall be paid periodically in accordance with the Company’s or successor’s customary payroll practices for management executive employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager Executive for the fiscal year immediately preceding the year in which ManagerExecutive’s termination of employment occurs. Such amount shall be paid to Manager Executive in a lump sum as soon as practicable after the date of his termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager Executive and/or ManagerExecutive’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of ManagerExecutive’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the twelve month period beginning on the date of such termination and ending at termination, the end of the period described in Section 4.02(a)(i) above, Manager Executive shall be charged for such coverage in the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager the Executive shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Manager terminates his her employment for Good Reasonbecause of a decrease in her then current base salary or a substantial diminution in her position and responsibilities, the Company (or any successor thereto) shall pay Manager the following: (ia) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twelve (12) months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his her termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above4.02(a), Manager shall be charged for such coverage in the amount that he she would have paid for such coverage had he she remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to If the end of the term of this Agreement, ManagerExecutive’s employment is terminated by the Company during the Protection Period (or any successor theretoas defined below) for any reason other than for Cause, Disability or Manager as a result of the Executive’s death, or if the Executive terminates his employment during the Protection Period for Good Reason, the Company shall, subject to Section 7 of this Agreement, provide Executive with the following within ten (or any successor thereto10) shall pay Manager days of the followingeffective date of the Severance Agreement and General Release described below (the “Effective Date”) unless otherwise indicated below: (i) An amount equal to Managerthe Executive’s monthly base salary in effect at the time of such termination Base Salary and vacation pay (for a period of 24 months thereafter. Such amount shall be paid in accordance with the Company’s customary payroll practices for management employees. (iivacation not taken) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his termination. (iii) The base salary and accrued but unused paid vacation time earned unpaid through the date of termination of employment; (ii) a lump sum severance payment in an amount equal to the product of 2 times the Base Salary at the rate in effect as of the date of termination and any incentive compensation earned 2 times the Target Bonus then in effect as of the date of termination; (iii) the Company shall provide continuation of Fringe Benefits for two years after the preceding fiscal year that is date of termination. In the event the Company’s Fringe Benefit plans do not yet paid.permit continued participation by Executive after his termination, then Executive will instead be entitled to a lump sum payment from the Company of the expected cost to Executive to purchase and continue all such Fringe Benefit programs, as an individual or family policyholder, grossed up for all local, state and Federal taxes at the maximum tax rate; and (iv) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 all of the Employee Retirement Income Security Act of 1974 (“COBRA”) Executive’s Outstanding Options shall become immediately vested and for such purpose exercisable in full. Executive’s entitlement to the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period foregoing benefits described in Section 4.02(a)(i(g) above, Manager shall be charged is conditional on his execution of a Severance Agreement and General Release in substantially the same form as is attached hereto as Appendix 3. The Company agrees to provide to Executive within ten (10) days of termination the Severance Agreement and General Release for such coverage in execution. For the amount that he would have paid for such coverage had he remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Section 6(g) and Section 6(h) of this Agreement, the following terms are defined below:

Termination Following a Change in Control. (a) Notwithstanding Section 4.01, if, following a Change in Control, and prior to the end of the term of this Agreement, Manager’s employment is terminated by the Company (or any successor thereto) for any reason other than Cause, or if Manager terminates his her employment for Good Reasonbecause of a decrease in her then current base salary or a substantial diminution in her position and responsibilities, the Company (or any successor thereto) shall pay Manager the following: (ia) An amount equal to Manager’s monthly base salary in effect at the time of such termination for a period of 24 twelve (12) months thereafter. Such amount shall be paid paid, at Manager’s election, in either a lump sum payment as soon as practicable following the date of such termination or periodically in accordance with the Company’s or successor’s customary payroll practices for management Manager employees. (iib) An amount equal to the incentive compensation earned by or paid to Manager for the fiscal year immediately preceding the year in which Manager’s termination of employment occurs. Such amount shall be paid to Manager in a lump sum as soon as practicable after the date of his her termination. (iiic) The base salary and accrued but unused paid vacation time earned through the date of termination and any incentive compensation earned for the preceding fiscal year that is not yet paid. (ivd) Continued coverage for Manager and/or Manager’s family under the Company’s health plan pursuant to Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”) and for such purpose the date of Manager’s termination of employment shall be considered the date of the “qualifying event” as such term is defined by COBRA. During the period beginning on the date of such termination and ending at the end of the period described in Section 4.02(a)(i) above4.02(a), Manager shall be charged for such coverage in the amount that he she would have paid for such coverage had he she remained employed by the Company, and for the duration of the COBRA period, Manager shall be charged for such coverage in accordance with the provisions of COBRA. (b) For purposes of this Agreement: