Common use of Termination Payment Clause in Contracts

Termination Payment. (i) The Termination Payment shall be an amount equal to (A) the Executive's Annual Base Salary plus (B) an amount equal to the sum of the highest (x) annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three (3). The Termination Payment shall be paid to the Executive in cash equivalent ten (10) business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in addition to any other severance payments to which the Executive is entitled under the Company's severance policies and practices in the form most favorable to the Executive which were in effect at any time during the 180-day period prior to the Effective Date.

Termination Payment. (i) The Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Termination Payment shall be an amount equal to (A) the Executive's Annual Base Salary annual base salary, at the highest rate as in effect at any time during the 180-day period immediately prior to the Change in Control of the Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) an the amount equal to the sum of the highest (x) average annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable paid to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three complete fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three the lesser of (3)1) 2.99 and (2) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date. The Termination Payment shall be paid to the Executive in cash equivalent ten (10) business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive's release of any rights of Executive to, any other severance payments under any Company (or Employer) severance policy, practice or agreement. The Company shall bear up to which $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive is entitled under to advise the Company's severance policies and practices in the form most favorable Executive as to matters relating to the Executive which were in effect at any time during the 180-day period prior to the Effective Datecomputation of benefits due and payable under this Subsection 9(b).

Termination Payment. (i) The Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Termination Payment shall be an amount equal to (A) the Executive's Employee’s Annual Base Salary (determined as of the time of the Change in Control of the Company or, if higher, immediately prior to the date the Notice of Termination is given) plus (B) an amount equal to the sum greater of the highest (x) annual Employee’s target bonus award (determined on an annualized basis for any bonus award paid for a period of less than one the year and excluding any year for in which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date occurs or the bonus the Employee received in the year prior to the Change in Control of the Company (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "“Annual Cash Compensation"”), times (C) three the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date; provided, however, that such amount shall not be less than the greater of (3)i) the amount of the Employee’s Annual Cash Compensation or (ii) the severance benefits to which the Employee would have been entitled under the Company’s severance policies and practices in effect immediately prior to the Change in Control of the Company. The Termination Payment shall be paid to the Executive Employee in cash equivalent on the first day of the 7th month following the month in which the Separation from Service occurs, without any interest for the delayed payment, except that an amount shall be paid within ten (10) business days after the Termination DateDate up to the lesser of $460,000 (or such higher amount equal to two times the applicable limit under Code Section 401(a)(17) for the year in which the Employee’s Termination of Employment occurs) or two times the Employee’s annualized compensation as defined in Treas. Reg. section 1.409A-1(b)(9)(iii)(A)(1). Notwithstanding the foregoing, in the event the Employee’s Termination Date is pursuant to Section 2(b), the lump sum payment shall be paid 10 business days after the date of the Change in Control of the Company (as defined without reference to Section 2(b)). Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive Employee shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive Employee securing other employment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Employee of the Termination Payment shall constitute the Employee’s release of any rights of Employee to, any other severance payments under any Company severance policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Employee to advise the Employee as to matters relating to the computation of benefits due and payable under this Subsection 9(b); the payment of any such amount shall be made promptly upon submission of the proof of such expense, but in no event later than December 31 of the second calendar year following the calendar year in which the Executive is entitled under the Company's severance policies and practices in the form most favorable to the Executive which were in effect at any time during the 180-day period prior to the Effective DateEmployee’s Separation from Service occurs.

Termination Payment. (i) The Termination Payment shall be an amount equal to (A) the Executive's Annual Base Salary (determined as of the time of the Change in Control of the Company or, if higher, immediately prior to the date the Notice of Termination is given) plus (B) an amount equal to the sum greater of the highest (x) annual Executive's target bonus award (determined on an annualized basis for any bonus award paid for a period of less than one the year and excluding any year for in which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date occurs or the bonus the Executive received in the year prior to the Change in Control of the Company (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date; provided, however, that such amount shall not be less than the greater of (3)i) the amount of the Executive's Annual Cash Compensation or (ii) the severance benefits to which the Executive would have been entitled under the Company's severance policies and practices in effect immediately prior to the Change in Control of the Company. The Termination Payment shall be paid to the Executive in cash equivalent ten (10) business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive's release of any rights of Executive to, any other severance payments under any Company severance policy, practice or agreement. The Company shall bear up to which $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive is entitled under to advise the Company's severance policies and practices in the form most favorable Executive as to matters relating to the Executive which were in effect at any time during the 180-day period prior to the Effective Datecomputation of benefits due and payable under this Subsection 9(b).

Termination Payment. (i) The Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Termination Payment shall be an amount equal to (A) the Executive's Annual Base Salary ’s annual base salary, at the highest rate as in effect at any time during the 180-day period immediately prior to the Change in Control of the Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) an the amount equal to the sum of the highest (x) average annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable paid to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three complete fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "“Annual Cash Compensation"”), times (C) three the lesser of (3)1) 2.99 and (2) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date. Long-term incentive awards are not considered for this purpose. The Termination Payment shall be paid to the Executive in cash equivalent ten on the last business day of the seventh month following the month in which occurs the Executive’s Separation from Service (10) business days after or as soon as practicable after, but in no event later than 2½ months following the scheduled payment date in the case of an Executive who is deemed to have a Covered Termination Datepursuant to Section 2(b)). Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive’s release of any rights of Executive to, any other severance payments to which under any Company (or Employer) severance policy, practice or agreement; provided that if the Executive is entitled has received severance payments under the Company's any other Company (or Employer) severance policies and practices in the form most favorable to the Executive which were in effect at any time during the 180-day period policy, practice or agreement prior to the Effective Datedate of the Termination Payment hereunder, the Termination Payment will be reduced by the amount of the severance payment received by the Executive under such other policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this Subsection 9(b).

Termination Payment. (i) The Termination Payment Upon a termination of this Agreement pursuant to Section 15.3 hereof, Contractor shall be an amount equal entitled to receive a termination payment (Athe “Termination Payment”) the Executive's Annual Base Salary plus (B) an amount equal to the sum of (i) that portion of the highest Contract Sum, which is due and payable to Contractor by Concessionaire and applicable to the DB Work completed up to the date of termination and which has not previously been paid to Contractor, (xii) annual bonus award (determined on an annualized basis for any bonus award paid for a period the direct, out-of-pocket costs reasonably incurred by Contractor in withdrawing its equipment and personnel from the Project Right of less than one year Way and excluding any year for which the Executive did not participate in any bonus plan) otherwise demobilizing, and (yiii) longthe direct, out-term cash incentives earned of-pocket costs reasonably incurred by Contractor in terminating contracts with respect toSubcontractors. Representatives of Concessionaire and Contractor shall determine the Contract Sum amount referred to in clause (i) above in accordance with the Payment and Values Schedule, orand Contractor shall document in detail the costs claimed under clause (ii) above to Concessionaire’s reasonable satisfaction and shall supply Concessionaire with copies of the Subcontractor invoices covering amounts claimed under clause (iii) above. Contractor shall submit an invoice to Concessionaire for the Termination Payment with the supporting information and documents referred to above, if more favorable and Concessionaire shall pay such invoice within thirty (30) days after its receipt of same subject to the Executiveprovisions of this Section 4.4 and unless it disputes certain elements thereof, paid to (or deferred by) in which event only the Executive in, any one fiscal year with respect undisputed portion of the Termination Payment need be made within such 30-day period and the dispute over the remainder of the claimed Termination Payment may be submitted to the three fiscal years preceding the Termination Date (the aggregate amount appropriate dispute resolution process set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three (3)Article 19. The Termination Payment shall be paid subject to the Executive in cash equivalent ten (10) business days after offset for amounts payable by Contractor to Concessionaire. As a condition precedent to receiving the Termination DatePayment, Contractor shall comply with all the provisions of Section 15.6 hereof. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount Payment of the Termination Payment by securing shall be the sole and exclusive liability of Concessionaire, and the sole and exclusive remedy of Contractor, with respect to termination of this Agreement pursuant to Section 15.3 hereof, but it will not affect Contractor’s right to receive amounts otherwise due and unpaid hereunder prior to termination. In no event shall Concessionaire have any further liability to Contractor in any such event for actual, incidental, consequential or other employment or otherwisedamages, nor will such notwithstanding the actual amount of damages that Contractor may have sustained in connection with a termination pursuant to Section 15.3 hereof. Calculation of the Termination Payment be reduced by reason has been agreed upon and fixed hereunder because of the Executive securing other employment or for any other reason. The difficulty of ascertaining the exact amount of such damages Contractor will actually sustain in the event of a termination of the DB Work pursuant to Section 15.3 hereof, and Concessionaire and Contractor agree that the calculation of the Termination Payment shall be in addition to any other severance payments to which the Executive is entitled under the Company's severance policies and practices in the form most favorable to the Executive which were in effect at any time during the 180-day period prior to the Effective Datereasonable.

Termination Payment. (i) The Termination Payment Upon a termination of this Agreement pursuant to Section 15.3 hereof, Contractor shall be an amount equal entitled to receive a termination payment (Athe “Termination Payment”) the Executive's Annual Base Salary plus (B) an amount equal to the sum of (i) that portion of the highest Contract Sum, which is due and payable to Contractor by Concessionaire and applicable to the TTMS Work completed up to the date of termination and which has not previously been paid to Contractor, (xii) annual bonus award (determined on an annualized basis for any bonus award paid for a period the direct, out-of-pocket costs reasonably incurred by Contractor in withdrawing its equipment and personnel from the Project Right of less than one year Way and excluding any year for which the Executive did not participate in any bonus plan) otherwise demobilizing, and (yiii) longthe direct, out-term cash incentives earned of-pocket costs reasonably incurred by Contractor in terminating contracts with respect toSubcontractors. Representatives of Concessionaire and Contractor shall determine the Contract Sum amount referred to in clause (i) above in accordance with the Payment and Values Schedule, orand Contractor shall document in detail the costs claimed under clause (ii) above to Concessionaire’s reasonable satisfaction and shall supply Concessionaire with copies of the Subcontractor invoices covering amounts claimed under clause (iii) above. Contractor shall submit an invoice to Concessionaire for the Termination Payment with the supporting information and documents referred to above, if more favorable and Concessionaire shall pay such invoice within thirty (30) days after its receipt of same subject to the Executiveprovisions of this Section 4.4 and unless it disputes certain elements thereof, paid to (or deferred by) in which event only the Executive in, any one fiscal year with respect undisputed portion of the Termination Payment need be made within such 30-day period and the dispute over the remainder of the claimed Termination Payment may be submitted to the three fiscal years preceding the Termination Date (the aggregate amount appropriate dispute resolution process set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three (3)Article 19. The Termination Payment shall be paid subject to the Executive in cash equivalent ten (10) business days after offset for amounts payable by Contractor to Concessionaire. As a condition precedent to receiving the Termination DatePayment, Contractor shall comply with all the provisions of Section 15.6 hereof. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount Payment of the Termination Payment by securing shall be the sole and exclusive liability of Concessionaire, and the sole and exclusive remedy of Contractor, with respect to termination of this Agreement pursuant to Section 15.3 hereof, but it will not affect Contractor’s right to receive amounts otherwise due and unpaid hereunder prior to termination. In no event shall Concessionaire have any further liability to Contractor in any such event for actual, incidental, consequential or other employment or otherwisedamages, nor will such notwithstanding the actual amount of damages that Contractor may have sustained in connection with a termination pursuant to Section 15.3 hereof. Calculation of the Termination Payment be reduced by reason has been agreed upon and fixed hereunder because of the Executive securing other employment or for any other reason. The difficulty of ascertaining the exact amount of such damages Contractor will actually sustain in the event of a termination of the TTMS Work pursuant to Section 15.3 hereof, and Concessionaire and Contractor agree that the calculation of the Termination Payment shall is reasonable. Notwithstanding the forgoing, no Termination Payment will be in addition due to any other severance payments Contractor under this Agreement unless Notice to which the Executive is entitled under the Company's severance policies and practices in the form most favorable Proceed has been issued pursuant to the Executive which were in effect at any time during the 180-day period prior to the Effective DateSection 2.3.1.

Termination Payment. (i) The Termination Payment For purposes of this Agreement, the "TERMINATION PAYMENT" shall be an amount equal to (x) the product of (A) the sum of (1) the Executive's Annual Base Salary annual base salary, as in effect immediately prior to the Change in Control of the Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B2) an the amount equal to the sum of the highest (x) average annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable paid to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three complete fiscal years (or portion thereof) preceding the Termination Date (the aggregate amount sum of the amounts set forth in this clause (A) and (B) hereof shall hereafter be referred to as "ANNUAL CASH COMPENSATION"), multiplied by (B) the number of years and fractional portion thereof remaining in the Employment Period determined as of the Termination Date; PROVIDED, HOWEVER, THAT such amount shall not be less than the greater of (i) the amount of the Executive's Annual Cash Compensation or (ii) the severance benefits to which the Executive would have been entitled under the Company's severance policies and practices in effect immediately prior to the Change in Control of the Company; plus (y) the value of the additional Company contributions that would have been made during the period described by (B) above to the Executive's account under the Company's tax-qualified defined contribution plan (assuming for such purpose that the Executive had not terminated employment and would have earned annually during such period the Annual Cash Compensation"), times (C) three (3). The Termination Payment shall be paid to the Executive in cash equivalent as soon as practicable but in no event later than ten (10) business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment equipment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive's release of any rights of the Executive to, any other severance payments under any Company severance policy, practice or agreement. The Company shall bear the cost of up to which $25,000 in the aggregate of reasonable fees and expenses of consultants and/or legal, tax or accounting advisors actually incurred by the Executive is entitled under to advise the Company's severance policies and practices in the form most favorable Executive as to matters relating to the Executive which were in effect at any time during the 180-day period prior to the Effective Datecompensation of benefits due and payable under this Section 9(b).

Termination Payment. (i) The Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Termination Payment shall be an amount equal to (A) the Executive's Annual Base Salary annual base salary, at the highest rate as in effect at any time during the 180-day period immediately prior to the Change in Control of the Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) an the amount equal to the sum of the highest (x) average annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable paid to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three complete fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three the lesser of (3)1) 1.99 and (2) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date. The Termination Payment shall be paid to the Executive in cash equivalent ten (10) business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive's release of any rights of Executive to, any other severance payments under any Company (or Employer) severance policy, practice or agreement. The Company shall bear up to which $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive is entitled under to advise the Company's severance policies and practices in the form most favorable Executive as to matters relating to the Executive which were in effect at any time during the 180-day period prior to the Effective Datecomputation of benefits due and payable under this Subsection 9(b).

Termination Payment. (i) The “Termination Payment Payment” shall be an amount equal to (A) the Executive's Annual Base Salary plus (B) an amount equal to the sum of the highest (x) annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), Compensation times two (C) three (32). The Termination Payment shall be paid to the Executive in cash equivalent (i) on the first day of the seventh month following the month in which the Executive’s Separation from Service occurs, without interest thereon, to the extent necessary for compliance with the requirements of Code Section 409A(a)(2)(B) relating to specified employees or (ii) to the extent not so required, within fifteen (15) business days after the Termination Date provided that, in each case, the Executive signs and does not revoke a release of claims in the form attached hereto as Exhibit A if timely requested by the Company (provided further that, if the time during which the Executive may sign the release prior to payment includes two calendar years, the payment shall be made in the second calendar year). Notwithstanding the foregoing, in the event the Executive’s Termination Date is pursuant to Section 2(b), the Termination Payment shall be paid within ten (10) business days after the Termination Datedate of the Change in Control of the Company (as defined without reference to Section 2(b)), without interest. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason, except as provided in subsection (b) below. The Termination Payment shall be in addition to lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive’s release of any rights of the Executive to, any other cash severance payments to which the Executive is entitled under the Company's any Company severance policies and practices in the form most favorable to the Executive which were in effect at any time during the 180-day period prior to the Effective Datepolicy, practice or agreement.

Termination Payment. (i) The Termination Payment shall be an amount equal to (A) the Executive's Annual Base Salary plus (B) an amount equal to the sum of the highest (x) annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three (3). The Termination Payment shall be paid in a lump sum and shall equal the product of (x) 2.0 and (y) the Employee's combined annual base salary and bonus, averaged over the most recent three (3) year period immediately prior to the Executive Change in cash equivalent ten (10) business days after Control. With respect to the year in which the Employee's employment is terminated, the above calculation shall include the full year's base salary and any bonus or incentive compensation to which the Employee would have been entitled had the Employee's employment not been terminated in such year. In the event that Employee becomes entitled to the Termination DatePayment, if any of the Termination Payment will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Employer shall pay to Employee, an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee, after deduction of any Excise Tax on the Termination Payment and any federal, state and local income tax and Excise Tax upon the payment provided for by this paragraph, shall be equal to the Termination Payment. Such lump sum payment For purposes of determining whether any of the Termination Payment will be subject to the Excise Tax and the amount of such Excise Tax, (x) any other payments or benefits received or to be received by Employee in connection with a Change in Control or the termination of Employee's employment (whether pursuant to the terms of this agreement or any other plan, arrangement or agreement with the Employer, any person whose actions result in a Change in Control or any person having such a relationship with the Employer or such person as to require attribution of stock ownership between the parties under section 318(a) of the Code) shall not be reduced by any present value or similar factortreated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, and all "excess parachute payments" within the Executive meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Employer's independent auditors and reasonably acceptable to Employee such other payments or benefits (in whole or in part) do not be required to mitigate constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code, (y) the amount of the Termination Payment by securing other employment or otherwise, nor will such which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Termination Payment or (B) the amount of excess parachute payments within the meaning of Sections 280G(b)(1) and (4) (after applying clause (x), above, and after deducting any excess parachute payments in respect of which payments have been made under this clause (y)), and (z) the value of any non-cash benefits or any deferred payment or benefit shall be reduced determined by the Employer's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of residence upon the date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Employee's employment, Employee shall repay to the Employer at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction plus interest on the amount of such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Employee's employment (including by reason of any payment the Executive securing other employment existence or for amount of which cannot be determined at the time of the Gross-Up Payment), the Employer shall make an additional gross-up payment in respect of such excess (plus any other reason. The Termination Payment shall be in addition interest payable with respect to any other severance payments to which such excess) at the Executive time that the amount of such excess is entitled under the Company's severance policies and practices in the form most favorable to the Executive which were in effect at any time during the 180-day period prior to the Effective Datefinally determined.

Termination Payment. (i) The Termination Payment shall be an amount equal to (A) the Executive's Annual Base Salary annual base salary, as in effect immediately prior to the Change in Control of the Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) an the amount equal to the sum of the highest (x) annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which year) paid to the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three complete fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) the lesser of (1) three and (3)2) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date; PROVIDED, HOWEVER, THAT such amount shall not be less than the amount of the Executive's Annual Cash Compensation. The Termination Payment and the Gross-Up Payment (as defined below) if any, shall be paid to the Executive in cash equivalent ten (10) business days after the Termination Date. Such lump sum payment Termination Payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment (or any other payments or benefits provided under this Agreement) by securing other employment or otherwise, nor will such Termination Payment (or any other payments or benefits provided under this Agreement) be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in addition to any other severance payments to which the Executive is entitled under Executive's normal post-termination compensation and benefits, determined under, and paid in accordance with, the Company's severance policies retirement, insurance and practices other compensation or benefit plans, programs and arrangements as in effect immediately prior to the form most Termination Date or, if more favorable to the Executive which were Executive, as in effect at any time during the 180-day period immediately prior to the Effective DateChange in Control of the Company. Such benefit and compensation plans will include, but shall not be limited to, the Company's 1993 Stock and Incentive Plan.

Termination Payment. (i) The Unless reduced pursuant to the following sentence, the Termination Payment shall be an amount equal to two (A2) times the sum of (i) the Executive's Annual Base Salary plus (B) an amount equal to the sum of the highest (x) annual bonus award (determined base salary in effect on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date plus (ii) fifty percent (50%) of the aggregate amount set forth maximum bonus the Executive would have been entitled to receive under the Company's bonus plan applicable to the Executive for the fiscal year in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three (3)which the Termination Date takes place. The Termination Payment may be reduced in accordance with Section 4.3 of the Northland Cranberries, Inc. Severance and Stay Bonus Plan. Except as otherwise provided herein, the Termination Payment shall be paid to the Executive in cash equivalent no later than ten (10) business days after the Termination Date; provided, however, the Termination Payment shall be paid to the Executive immediately upon receipt by the Company of a Notice of Termination relating to a Discretionary Termination (regardless of any differing effective date of the Executive's employment termination). Such lump sum payment shall not be reduced by any present value or similar factor, and the The Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The It is the intention of the Company and the Executive that no portion of the Termination Payment shall be in addition to Payment, Accrued Benefits or any other severance payment or benefit under this Agreement, or payments to or for the benefit of the Executive under any other agreement or plan of the Company, regardless of whether such payment or benefit was paid or provided for prior to the Covered Termination (herein all collectively referred to as the "Total Payments"), be deemed to be an "excess parachute payment" as defined in Section 280G of the Code. It is agreed that the present value of the Total Payments and any other payments to or for the benefit of the Executive in the nature of compensation, receipt of which are contingent on the change of control of the Company and to which Section 280G of the Code or any successor provision thereto applies (in the aggregate "Total Benefits") shall not exceed an amount equal to one dollar less than the maximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code or any successor provision (the "Excise Tax") or which the Company may pay without loss of deduction under Section 280G(a) of the Code or any successor provision thereto. Present value for purposes of this Agreement shall be calculated in accordance with Section 280G(d)(4) of the Code or any successor provision thereto. Within forty-five (45) days following a Covered Termination or notice by either party to the other of its belief that there is entitled under a payment or benefit due the Executive which will result in an excess parachute payment, the Executive and the Company, at the Company's severance policies expense, shall obtain the opinion of such legal counsel (the opinion of legal counsel need not to be unqualified), and practices certified public accountants as the Executive may choose, which sets forth (a) the amount of the Base Period Income (as defined below) of the Executive, (b) the present value of Total Benefits, and (c) the amount and present value of any excess parachute payments. In the event that such opinions determine that there would be an excess parachute payment, the Termination Payment or any other payment determined by such counsel to be includible in the form most favorable Total Benefits, shall be reduced or eliminated as specified by the Executive in writing delivered to the Executive which were in effect at any time during the 180-day period prior to the Effective Date.Company within thirty (30) days of his receipt of such

Termination Payment. (i) The Termination Payment shall be an amount equal to three (A3) times the sum of (i) the Executive's Annual Base Salary plus (B) an amount equal to the sum of the highest (x) annual bonus award (determined base salary in effect on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date plus (ii) fifty percent (50%) of the aggregate amount set forth maximum bonus the Executive would have been entitled to receive under the Company's bonus plan applicable to the Executive for the fiscal year in (A) and (B) hereof shall hereafter be referred to which the Termination Date takes place. Except as "Annual Cash Compensation")otherwise provided herein, times (C) three (3). The the Termination Payment shall be paid to the Executive in cash equivalent no later than ten (10) business days after the Termination Date; provided, however, the Termination Payment shall be paid to the Executive immediately upon receipt by the Company of a Notice of Termination relating to a Discretionary Termination (regardless of any differing effective date of the Executive's employment termination). Such lump sum payment shall not be reduced by any present value or similar factor, and the The Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The It is the intention of the Company and the Executive that no portion of the Termination Payment shall be in addition to Payment, Accrued Benefits or any other severance payment or benefit under this Agreement, or payments to or for the benefit of the Executive under any other agreement or plan of the Company, regardless of whether such payment or benefit was paid or provided for prior to the Covered Termination (herein all collectively referred to as the "Total Payments"), be deemed to be an "excess parachute payment" as defined in Section 280G of the Code. It is agreed that the present value of the Total Payments and any other payments to or for the benefit of the Executive in the nature of compensation, receipt of which are contingent on the change of control of the Company and to which Section 280G of the Code or any successor provision thereto applies (in the aggregate "Total Benefits") shall not exceed an amount equal to one dollar less than the maximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code or any successor provision (the "Excise Tax") or which the Company may pay without loss of deduction under Section 280G(a) of the Code or any successor provision thereto. Present value for purposes of this Agreement shall be calculated in accordance with Section 280G(d)(4) of the Code or any successor provision thereto. Within forty-five (45) days following a Covered Termination or notice by either party to the other of its belief that there is entitled under a payment or benefit due the Executive which will result in an excess parachute payment, the Executive and the Company, at the Company's severance policies expense, shall obtain the opinion of such legal counsel (the opinion of legal counsel need not to be unqualified), and practices certified public accountants as the Executive may choose, which sets forth (a) the amount of the Base Period Income (as defined below) of the Executive, (b) the present value of Total Benefits, and (c) the amount and present value of any excess parachute payments. In the event that such opinions determine that there would be an excess parachute payment, the Termination Payment or any other payment determined by such counsel to be includible in the form most favorable Total Benefits, shall be reduced or eliminated as specified by the Executive in writing delivered to the Executive which were in effect at any time during the 180-day period prior to the Effective Date.Company within thirty (30) days of his receipt of such

Termination Payment. (i) The Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Termination Payment shall be an amount equal to (A) the Executive's Annual Base Salary ’s annual base salary rate, at the highest rate in effect at any time during the one hundred eighty (180) day period immediately prior to the Change in Control of the Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) an the amount equal to the sum of the highest Executive’s target annual (xbut not longterm) cash annual bonus incentive award for the year in which occurs the Covered Termination or if higher, the Executive’s target annual (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did but not participate in any bonus plan) and (y) long-term term) cash incentives earned with respect to, or, if more favorable to annual incentive award for the Executive, paid to (or deferred by) year in which occurs the Executive in, any one fiscal year with respect to Change in Control of the three fiscal years preceding the Termination Date Company (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "“Annual Cash Compensation"”), times (C) three (3)2.00. Long-term incentive awards are not considered for this purpose. The Termination Payment shall be paid to the Executive in cash equivalent ten (10) on the last business days after day of the Termination Dateseventh month following the month in which occurs the Executive’s Separation from Service. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive’s release of any rights of Executive to, any other severance payments under any Company (or Employer) severance policy, practice or agreement. The Company shall bear up to which $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive is entitled under to advise the Company's severance policies and practices in the form most favorable Executive as to matters relating to the Executive which were in effect at any time during the 180-day period prior to the Effective Datecomputation of benefits due and payable under this Subsection 9(b).

Termination Payment. (i) The Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Termination Payment shall be an amount equal to (A) the Executive's Employee’s Annual Base Salary plus (B) an amount equal to the sum determined as of the highest (x) annual bonus award (determined on an annualized basis for any bonus award paid for a period time of less than one year and excluding any year for which the Executive did not participate Change in any bonus plan) and (y) long-term cash incentives earned with respect to, Control of the Company or, if more favorable higher, immediately prior to the Executivedate the Notice of Termination is given); provided, paid however, that such amount shall not be less than the severance benefits to (or deferred by) which the Executive in, any one fiscal year with respect Employee would have been entitled under the Company’s severance policies and practices in effect immediately prior to the three fiscal years preceding Change in Control of the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three (3)Company. The Termination Payment shall be paid to the Executive Employee in cash equivalent ten (10) 10 business days after the Separation from Service, provided that in the event the Employee’s Termination DateDate is pursuant to Section 2(b), the lump sum payment shall be paid 10 business days after the date of the Change in Control of the Company (as defined without reference to Section 2(b)). Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive Employee shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive Employee securing other employment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Employee of the Termination Payment shall constitute the Employee’s release of any rights of Employee to, any other severance payments under any Company severance policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Employee to advise the Employee as to matters relating to the computation of benefits due and payable under this Subsection 9(b); the payment of any such amount shall be made promptly upon submission of the proof of such expense, but in no event later than December 31 of the second calendar year following the calendar year in which the Executive is entitled under the Company's severance policies and practices in the form most favorable to the Executive which were in effect at any time during the 180-day period prior to the Effective DateEmployee’s Separation from Service occurs.

Termination Payment. (i) The Termination Payment Subject to the limits set forth in Subsection 9(b)(ii) hereof, for purposes of this Agreement, the "TERMINATION PAYMENT" shall be an amount equal to (A) the Executive's Annual Base Salary annual base salary, as in effect immediately prior to the Change in Control of the Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) an the amount equal to the sum of the highest (x) average annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable paid to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three complete fiscal years preceding the Termination Date (the aggregate amount sum of the amounts set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash CompensationANNUAL CASH COMPENSATION"), times multiplied by (C) three the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date; provided, however, that such amount shall not be less than the greater of (3)i) the amount of the Executive's Annual Cash Compensation or (ii) the severance benefits to which the Executive would have been entitled under the Company's severance policies and practices in effect immediately prior to the Change in Control of the Company. The Termination Payment shall be paid to the Executive in cash equivalent ten (10) business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive's release of any rights of the Executive to, any other severance payments under any Company severance policy, practice or agreement. The Company shall bear the cost of up to which $25,000 in the aggregate of fees and expenses of consultants and/or legal, tax or accounting advisors engaged by the Executive is entitled under to advise the Company's severance policies and practices in the form most favorable Executive as to matters relating to the Executive which were in effect at any time during the 180-day period prior to the Effective Datecomputation of benefits due and payable under this Section 9(b).

Termination Payment. (i) The Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Termination Payment shall be an amount equal to (A) the Executive's Annual Base Salary ’s annual base salary rate, at the highest rate in effect at any time during the one hundred eighty (180) day period immediately prior to the Change in Control of the Company, as adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B) an the amount equal to the sum of the highest Executive’s target annual (x) annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did but not participate in any bonus plan) and (y) long-term term) cash incentives earned with respect toannual incentive award for the year in which occurs the Covered Termination or if higher, or, if more favorable to the Executive, paid to ’s target annual (or deferred bybut not long-term) cash annual incentive award for the Executive in, any one fiscal year with respect to in which occurs the three fiscal years preceding Change in Control of the Termination Date Company (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "“Annual Cash Compensation"”), times (C) three (3)2.99. Long-term incentive awards are not considered for this purpose. The Termination Payment shall be paid to the Executive in cash equivalent ten (10) on the last business days after day of the Termination Dateseventh month following the month in which occurs the Executive’s Separation from Service. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive’s release of any rights of Executive to, any other severance payments under any Company (or Employer) severance policy, practice or agreement. The Company shall bear up to which $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive is entitled under to advise the Company's severance policies and practices in the form most favorable Executive as to matters relating to the Executive which were in effect at any time during the 180-day period prior to the Effective Datecomputation of benefits due and payable under this Subsection 9(b).

Termination Payment. (i) The Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Termination Payment shall be an amount equal to (A) the Executive's Employee’s Annual Base Salary (determined as of the time of the Change in Control of the Company or, if higher, immediately prior to the date the Notice of Termination is given) plus (B) an amount equal to the sum greater of the highest (x) annual Employee’s target bonus award (determined on an annualized basis for any bonus award paid for a period of less than one the year and excluding any year for in which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date occurs or the bonus the Employee received in the year prior to the Change in Control of the Company (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "“Annual Cash Compensation"”), times (C) three the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date; provided, however, that such amount shall not be less than the greater of (3)i) the amount of the Employee’s Annual Cash Compensation or (ii) the severance benefits to which the Employee would have been entitled under the Company’s severance policies and practices in effect immediately prior to the Change in Control of the Company. The Termination Payment shall be paid to the Executive Employee in cash equivalent ten (10) business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive Employee shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive Employee securing other employment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Employee of the Termination Payment shall constitute the Employee’s release of any rights of Employee to, any other severance payments under any Company severance policy, practice or agreement. The Company shall bear up to which the Executive is entitled under the Company's severance policies and practices $10,000 in the form most favorable aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Employee to advise the Employee as to matters relating to the Executive which were in effect at any time during the 180-day period prior to the Effective Datecomputation of benefits due and payable under this Subsection 9(b).

Termination Payment. (i) The Termination Payment Upon a termination of this Agreement pursuant to Section 15.3 hereof, Contractor shall be an amount equal entitled to receive a termination payment (Athe “Termination Payment”) the Executive's Annual Base Salary plus (B) an amount equal to the sum of (i) that portion of the highest Contract Sum, which is due and payable to Contractor by Concessionaire and applicable to the Work completed up to the date of termination and which has not previously been paid to Contractor, (xii) annual bonus award (determined on an annualized basis for any bonus award paid for a period the direct, out-of- pocket costs reasonably incurred by Contractor in withdrawing its equipment and personnel from the Project Right of less than one year Way and excluding any year for which the Executive did not participate in any bonus plan) otherwise demobilizing, and (yiii) longthe direct, out-term cash incentives earned of-pocket costs reasonably incurred by Contractor in terminating contracts with respect toSubcontractors. Representatives of Concessionaire and Contractor shall determine the Contract Sum amount referred to in clause (i) above in accordance with the Payment and Values Schedule, orand Contractor shall document the costs claimed under clause (ii) above to Concessionaire’s reasonable satisfaction and shall supply Concessionaire with copies of the Subcontractor invoices covering amounts claimed under clause (iii) above. Contractor shall submit an invoice to Concessionaire for the Termination Payment with the supporting information and documents referred to above, if more favorable and Concessionaire shall pay such invoice within thirty (30) days after its receipt of same subject to the Executiveprovisions of this Section 4.4. and unless it disputes certain elements thereof, paid to (or deferred by) in which event only the Executive in, any one fiscal year with respect undisputed portion of the Termination Payment need be made within such 30-day period and the dispute over the remainder of the claimed Termination Payment may be submitted to the three fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three (3)appropriate dispute resolution process provided under Article 19. The Termination Payment shall be paid subject to the Executive in cash equivalent ten (10) business days after offset for amounts payable by Contractor to Concessionaire. As a condition precedent to receiving the Termination DatePayment, Contractor shall comply with all the provisions of Section 15.4 hereof. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount Payment of the Termination Payment by securing shall be the sole and exclusive liability of Concessionaire, and the sole and exclusive remedy of Contractor, with respect to termination of this Agreement pursuant to Section 15.3 hereof. In no event shall Concessionaire have any further liability to Contractor in any such event for actual, incidental, consequential or other employment or otherwisedamages, nor will such notwithstanding the actual amount of damages that Contractor may have sustained in connection with a termination pursuant to Section 15.3 hereof. Calculation of the Termination Payment be reduced by reason has been agreed upon and fixed hereunder because of the Executive securing other employment or for any other reason. The difficulty of ascertaining the exact amount of such damages Contractor will actually sustain in the event of a termination of the Work pursuant to Section 15.3 hereof, and Concessionaire and Contractor agree that the calculation of the Termination Payment shall be in addition to any other severance payments to which the Executive is entitled under the Company's severance policies and practices in the form most favorable to the Executive which were in effect at any time during the 180-day period prior to the Effective Datereasonable.

Termination Payment. (i) The “Termination Payment Payment” shall be an amount equal to (A) the Executive's Annual Base Salary plus (B) an amount equal to the sum of the highest (x) annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), Compensation times (C) three (3), reduced by any cash severance payable under Section 4.3(a) of the Employment Agreement. The Subject to Section 9(a)(ii), the Termination Payment shall be paid to the Executive in a cash equivalent ten lump sum within thirty (1030) business days after the effective date of the Release (as defined below); provided, however, that if the Executive is a “specified employee” as defined in Section 409A, and the Termination Payment is “nonqualified deferred compensation” that is not exempt from Section 409A, the Termination Payment shall be paid on the first payroll date to occur following the six-month anniversary of the date upon which the Executive’s Separation from Service occurs, accompanied by a payment of interest calculated at the rate of interest announced by BMO Xxxxxx Bank from time to time as its prime or base lending rate, such rate to be determined on the Termination Date, compounded quarterly. Notwithstanding the foregoing, subject to Section 9(a)(ii), in the event the Executive’s Termination Date is pursuant to Section 2(b), the Termination Payment shall be paid on the thirtieth (30th) calendar day after the date of the Change in Control of the Company (as defined without reference to Section 2(b)), without interest. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive’s release of any other rights of the Executive to, any additional cash severance payments to which the Executive is entitled under the Company's any Company severance policies and practices in the form most favorable to the Executive which were in effect at any time during the 180-day period prior to the Effective Datepolicy, practice or agreement.

Termination Payment. (i) The Termination Payment shall be an amount equal to (A) the Executive's Annual Base Salary plus (B) an amount equal to the sum of the highest (x) annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three (3). The Termination Payment shall be paid in a lump sum and shall equal the product of (x) 2.99 and (y) the Employee's combined annual base salary and bonus, averaged over the most recent three (3) year period immediately prior to the Executive Change in cash equivalent ten (10) business days after Control. With respect to the year in which the Employee's employment is terminated, the above calculation shall include the full year's base salary and any bonus or incentive compensation to which the Employee would have been entitled had the Employee's employment not been terminated in such year. In the event that Employee becomes entitled to the Termination Date. Such lump sum payment shall not be reduced by Payment, if any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment will be subject to the tax (the "Excise Tax") imposed by securing other employment or otherwiseSection 4999 of the Internal Revenue Code of 1986, nor will as amended (the "Code"), the Employer shall pay to Employee, an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee, after deduction of any Excise Tax on the Termination Payment and any federal, state and local income tax and Excise Tax upon the payment provided for by this paragraph, shall be reduced by reason equal to the Termination Payment. For purposes of determining whether any of the Executive securing other employment or for Termination Payment will be subject to the Excise Tax and the amount of such Excise Tax, (x) any other reason. The Termination Payment payments or benefits received or to be received by Employee in connection with a Change in Control or the termination of Employee's employment (whether pursuant to the terms of this agreement or any other plan, arrangement or agreement with the Employer, any person whose actions result in a Change in Control or any person having such a relationship with the Employer or such person as to require attribution of stock ownership between the parties under section 318(a) of the Code) shall be in addition to any other severance payments to which the Executive is entitled under the Company's severance policies and practices in the form most favorable to the Executive which were in effect at any time during the 180-day period prior to the Effective Date.treated as

Termination Payment. Provided that the Employee has complied with the Employee's obligations under this Agreement, within 14 days of the latest of (i) The Termination Payment shall be an amount equal to (A) the Executive's Annual Base Salary plus (B) an amount equal to the sum of the highest (x) annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three (3). The Termination Payment shall be paid to the Executive in cash equivalent ten (10) business days after the Termination Date. Such lump sum , (ii) receipt by the Company's Solicitors of the signed Adviser's Certificate and (iii) receipt by the Company's Solicitors of this Agreement duly signed by the Employee, the Company shall pay to the Employee the following sums (the "Termination Payment"):- [£……………] as compensation for loss of employment, which is made without admission of liability; A statutory redundancy payment shall not be reduced by any present value or similar factoramount to [£..................] (the “Redundancy Payment”); and [£..................] as compensation for hurt feelings, stress and settlement of the Tribunal and the Executive shall not Employee acknowledges that no other payments or benefits of any kind are due from the Company or any Associated Company except as provided for in this Agreement. The Company and the Employee understand that sections 401 to 403 of the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 apply so that [insert amount up to £30,000] the Termination Payment can be required to mitigate the amount paid without deductions for income tax or national insurance contributions. [The balance of the Termination Payment by securing other employment will be paid subject to PAYE deductions for income tax and national insurance contributions]. [PENSION The Company shall notify the trustees or otherwise, nor will such Termination Payment be reduced by reason administrators of the Executive securing other [NAME OF PENSION SCHEME] (Pension Scheme) that the Employee's employment or for any other reason. The Termination Payment shall be in addition to any other severance payments to which [has been terminated OR will terminate] and request written confirmation of the Executive is entitled Employee's accrued entitlement under the Company's severance policies Pension Scheme and practices in request that the form most favorable options available for dealing with his entitlement are sent to the Executive which were in effect at any time during the 180-day period prior Employee. [Subject to the Effective Daterules of the Pension Scheme, the Company shall before the Termination Date pay £[AMOUNT] into the Pension Scheme in order to augment the Employee's benefits.]]

Termination Payment. Although nothing in this Section 4 shall be construed to alter the at-will nature of employment as set forth in Section 1 above, if Executive’s employment is terminated either (i) The Termination Payment shall by the Company without “Cause” (as hereinafter defined) at any time, (ii) by the Company or by Executive within three (3) months prior to or within six (6) months following a “Change of Control” (as hereinafter defined), or (iii) by Executive for “Good Reason” (as hereinafter defined), Executive will be an paid a lump sum amount equal to two times Executive’s then-current annual salary (A) the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary up to the date of termination and accrued vacation, if any. If Executive is terminated by the Company without Cause or due to a Change in Control or Executive's Annual Base Salary plus (B) ’s death, disability or retirement or resigns for Good Reason, the Company will relocate Executive and his family members to the Home Location in the manner contemplated under Section 3 of this Agreement and provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in an amount equal not to exceed $20,000; Executive shall not be entitled to cash in lieu of outplacement services. If Executive is terminated by the Company without Cause, due to a Change in Control, resigns for Good Reason, retires, dies or resigns as a result of a disability, Executive will be entitled to receive a pro rata bonus payment, at such time bonuses are paid to the sum Company’s other senior executives, based on the number of months worked in the applicable fiscal year of the highest Company (xthe “Bonus Severance”). Upon any termination of Executive’s employment with the Company hereunder, Executive shall have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment “C.” Company shall pay Executive the Salary Severance on the date which is the later of ten days after the date on which it receives the signed release or six months after the date of separation from service, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release, the date on which Company pays bonuses to Company’s senior executives for the applicable year, or the date that is six months after the date of separation from service. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Agreement, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) annual bonus award (determined on an annualized basis contributions following the termination of Executive’s employment. In the event that Executive and/or his dependent family members is or are qualified for any bonus award paid and elect COBRA coverage under the Company’s health plans after a termination without Cause, or due to a Change in Control or a resignation for Good Reason, the Company will continue to pay its share of the cost of premiums under such plans until Executive is reemployed, or for a period of less two years, whichever occurs first. Upon a termination for Cause or Executive’s resignation without Good Reason (other than due to death, disability or retirement, except as set forth in this Section 4 and/or one year or more separate written agreements between Company and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid all unearned compensation, benefits and unvested options shall be forfeited. If Executive is terminated by the Company without Cause or due to (a Change in Control or deferred by) resigns for Good Reason and on the effective date of such termination, Executive in, any one fiscal year is subject to a “trading blackout” or “quiet period” with respect to the three fiscal years preceding Company’s common shares or if the Termination Date Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the Company’s common shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, Executive will be paid an additional lump sum amount equal to $125,000 (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three (3“Blackout Period Severance”). The Termination Payment Company shall be paid pay Executive the Blackout Period Severance on the same date that the Salary Severance is paid. For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s services in the event of any of the following acts or circumstances: (i) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Agreement, except during periods of physical or mental incapacity; (iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the business of the Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in a material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a violation of the Company’s Code of Business Conduct and Ethics; or (v) Executive’s material breach of this Agreement or material breach of any other written agreement between Executive in cash equivalent ten (10) business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, and the Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock and/or stock options of any of the Company’s affiliates); provided, however, that Executive shall not be required deemed to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or have been terminated for any other reason. The Termination Payment shall be in addition to any other severance payments to which the Executive is entitled under the Company's severance policies and practices Cause in the form most favorable to the Executive which were in effect at case of clause (ii), (iii), (iv) or (v) above, unless any time during the 180-day period such breach is not fully corrected prior to the Effective Dateexpiration of the thirty (30) calendar day period following delivery to Executive of the Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in reasonable detail. Executive will be deemed to have “Good Reason” to resign his employment with the Company hereunder if Executive terminates his employment because of (i) a material diminution of Executive’s duties as Managing Director, Asia-Pacific Region, (ii) a change in Executive’s primary business location from either the Home Location or the Host Location, (iii) the failure by any successor of the Company to assume in writing the Company’s obligations under this Agreement, (iv) the breach by the Company in any respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the failure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, or (v) the imposition by the Company of a requirement that Executive report to a person other than the President and Chief Operating Officer of the Company. Executive shall not have a Good Reason to resign if the Company suspends Executive due to an indictment of Executive on felony charges, provided that the Company continues to pay Executive’s salary and benefits.

Termination Payment. (i) The Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Termination Payment shall be an amount equal to (A) the Executive's Annual Base Salary (determined as of the time of the Change in Control of the Company or, if higher, immediately prior to the date the Notice of Termination is given) plus (B) an amount equal to the sum greater of the highest (x) annual Executive's target bonus award (determined on an annualized basis for any bonus award paid for a period of less than one the year and excluding any year for in which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date occurs or the bonus the Executive received in the year prior to the Change in Control of the Company (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), times (C) three the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date; provided, however, that such amount shall not be less than the greater of (3)i) the amount of the Executive's Annual Cash Compensation or (ii) the severance benefits to which the Executive would have been entitled under the Company's severance policies and practices in effect immediately prior to the Change in Control of the Company. The Termination Payment shall be paid to the Executive in cash equivalent ten (10) business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in addition to lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive's release of any rights of Executive to, any other severance payments under any Company severance policy, practice or agreement. The Company shall bear up to which $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive is entitled under to advise the Company's severance policies and practices in the form most favorable Executive as to matters relating to the Executive which were in effect at any time during the 180-day period prior to the Effective Datecomputation of benefits due and payable under this Subsection 9(b).

Termination Payment. (i) The “Termination Payment Payment” shall be an amount equal to (A) the Executive's Annual Base Salary plus (B) an amount equal to the sum of the highest (x) annual bonus award (determined on an annualized basis for any bonus award paid for a period of less than one year and excluding any year for which the Executive did not participate in any bonus plan) and (y) long-term cash incentives earned with respect to, or, if more favorable to the Executive, paid to (or deferred by) the Executive in, any one fiscal year with respect to the three fiscal years preceding the Termination Date (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as "Annual Cash Compensation"), Compensation times two (C) three (32). The Termination Payment shall be paid to the Executive in cash equivalent (i) on the first day of the seventh month following the month in which the Executive’s Separation from Service occurs, without interest thereon, to the extent necessary for compliance with the requirements of Code Section 409A(a)(2)(B) relating to specified employees or (ii) to the extent not so required, within fifteen (15) business days after the Termination Date provided that, in each case, the Executive signs and does not revoke a release of claims in the form attached hereto as Exhibit A if timely requested by the Company (provided further that, if the time during which the Executive may sign the release prior to payment includes two calendar years, the payment shall be made in the second calendar year). Notwithstanding the foregoing, in the event the Executive’s Termination Date is pursuant to Section 2(b), the Termination Payment shall be paid within ten (10) business days after the Termination Datedate of the Change in Control of the Company (as defined without reference to Section 2(b)), without interest. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason, except as provided in subsection (b) below. The Termination Payment shall be in addition to lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive’s release of any rights of the Executive to, any other cash severance payments to which the Executive is entitled under the Company's any Company severance policies and practices in the form most favorable to the Executive which were in effect at any time during the 180-day period prior to the Effective Date.policy, practice or agreement. ​ ​ ​