Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during Following a Change in Control or Potential Change in Control. In the Employment Period, event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company terminates without Cause and (y) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Executive hereunder for any reason other than a reason set forth Termination Date, payable as provided in Section 4(a4; (II) a Pro-Rata annual incentive award for the fiscal year in which his employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), 4(b) or 4(c):payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (iIII) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationis continued; (iiIV) the Company shall continue continued right to pay exercise the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder Special Stock Option for a period of twelve two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the effective date Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of the termination of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under this Section 4(d) occurs at least one year after the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Hire Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for a period the early commencement of twenty-four months if pension payments based on the effective date Executive's age on the last day of the termination 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him than those that applied on such date and with COBRA benefits commencing thereafter, provided that the Company's obligation under this Section 8(F)(X) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period8(F), and the amounts otherwise payable to pursuant to this clause (iiSection 8(F) shall not be reduced by the amount of compensation any amounts earned by the Executive from his or her new employment during such period (payable to Executive, except that as provided in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationSection 8(F)(X); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, If the Bank terminates Executive’s employment Without Cause during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): : (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to will be paid his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case Benefits accrued through the date last day of termination; his employment; (ii) so long as Executive continues to comply with Sections 7, 8, and 9 of this Agreement, Executive will be entitled to receive continuing payments of Salary installments, at the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average Salary rate in effect as of the annual Bonuses paid to the Executive for the three fiscal years last day of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder employment, for a period equal to the lesser of twelve (12) months or the remaining Employment Period, determined as of the date Executive’s employment is terminated, subject to the requirement set forth below that the Executive execute a release agreement; and (iii) Executive’s rights with respect to vested and unvested stock options will be determined as provided in the applicable stock option plan; provided, however, if the effective date of such termination Without Cause occurs prior to the termination first anniversary of the Effective Date (of the Transaction), then Executive shall be entitled to the benefits in Section 5. As a condition precedent to the Executive's ’s right to receive the severance payments set forth in clause (ii) of this subsection 4(d), Executive must sign a release of all claims against the Bank, and its officers, directors, employees and agents, and the Bank’s Affiliates, and their officers, directors, employees and agents, in a form acceptable to the Bank; provided, however, such release shall not cover any benefit plan, program, or agreement of the Bank that is applicable to the Executive. Executive must sign and return the release, if at all, so that the release is effective (taking into account any revocation period provided for therein, if any) by no later than the sixtieth (60th) calendar day following the date the Executive’s employment with is terminated. The first payment will be made on the Company under this Section 4(d) occurs Bank’s next regular pay-day which is at least one year after five (5) business days following the Executive's Date later of Hire and for a period of twenty-four months if the effective date of the termination release or the date it is received by the Bank; but that first payment shall include all amounts accrued from the date of termination. Where the period available to execute (and to not revoke) the release spans more than one calendar year, the payment shall not be made until the second calendar year, or later, as required by the applicable terms of this Agreement and Section 409A of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofCode.

Termination Without Cause. IfAt any time the Company shall have the right to terminate Executive’s employment hereunder without Cause by providing Executive with thirty (30) days’ prior written notice of the Company’s election to terminate without Cause. In the event of any termination pursuant to this Section 9(b), during or in the Employment Periodevent of the Company’s election to terminate Executive’s employment by delivering a Notice of Non-Renewal as described in Section 2(a) above, at such time as Cause does not exist, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall: (i) concurrent with such termination, the Company shall pay to Executive the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationAccrued Obligations; (ii) the Company shall continue pay to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Annual Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)described in Section 4(a) and all other benefits which would otherwise be payable hereunder for a period of twelve (12) months if following the effective date Date of Termination (the “Salary Continuation Period”); (iii) pay to Executive any Annual Bonus awarded by the Compensation Committee for the fiscal year preceding the year in which the Date of Termination occurs but remains unpaid, provided that such payment will be made at substantially the same time as other participants under the applicable bonus plan are paid; (iv) pay to Executive the pro rata portion of the termination Annual Bonus for the fiscal year in which the Date of Termination occurs that is earned for any fiscal quarter completed prior to the Date of Termination, provided that such payment will be made at substantially the same time as other participants under the applicable bonus plan are paid; (v) pay to Executive any portion of the Executive's employment with the Company under this Transaction Incentive Fee to which he is entitled pursuant to Section 4(d) occurs ), provided that such payment will be made at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this such time as provided in Section 4(d); (vi) occurs at least five years after to the extent permitted by each employee benefit plan, continue Executive's Date of Hire’s participation in any employee benefit plan described in Section 5(a) during the Salary Continuation Period; provided, however, that if, prior to the end of such periodextent an employee benefit plan precludes Executive’s continued participation in that plan following his termination without Cause, the Company will not grant Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount a payout in lieu of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e)benefit; and (ivvii) vest on the Date of Termination, all unvested options that otherwise would be eligible for vesting less than six (6) months after the Date of Termination, provided that these options will expire in accordance with the terms of the Option Plan and Option Agreement; provided that, notwithstanding any provision in this Agreement to the contrary, as an express contractual condition to the Company’s obligation to provide any of the foregoing payments or benefits under this Section 9(b) other than payment of the Accrued Obligations, Executive shall be entitled execute and deliver a general release, in the form attached hereto as Exhibit A, of any and all common law, statutory and/or other rights, claims or causes of action of any kind, including without limitation any rights, claims or causes of action based upon this Agreement or otherwise arising out of or related to his the Executive’s employment by, and/or the termination of the Executive’s employment with, the Company or any of its affiliates (except for the Company’s obligations under this Agreement). Further, Executive shall forfeit all rights to indemnification such payments and benefits unless such release is signed and delivered (and no longer subject to any applicable revocation or rescission rights) within thirty (30) days following the date of the Date of Termination. If the foregoing release is executed and delivered (and no longer subject to revocation or rescission), then the payments under Section 5 hereof9(b)(i) and (ii) (other than reimbursements made in accordance with Section 4(e)) shall begin within sixty (60) days following the Date of Termination; provided, however, that if the sixty (60) day period begins in one calendar year and ends in the second calendar year, all payments will be made in the second calendar year. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately following the Date of Termination, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Date of Termination. The Company will not pay to Executive any sick days, personal days or vacation time which Executive has accrued prior to the Date of Termination but has not used prior to the Date of Termination. Other than the obligation to make the payments described in this Section 9(b), the Company and its affiliates shall have no further liability or obligation to Executive hereunder following a termination without Cause, or upon the Company’s delivery of a Notice of Non-Renewal.

Termination Without Cause. IfIf the IESO terminates this Agreement without cause in accordance with Section 3.2(g), during the Employment Participant’s entitlement to a EE Capacity Payment shall be determined as follows: (a) If the IESO terminates this Agreement prior to the submission of the Participant’s EE Resource Plan Update for an Obligation Period, the Company Participant shall be entitled to a EE Capacity Payment for such Obligation Period calculated as follows: EE Capacity Payment = 0.5 x (EE Capacity Obligation X Accepted Offer Price) (b) If the IESO terminates this Agreement following the employment submission of the Executive hereunder Participant’s EE Resource Plan Update for a respective Obligation Period but before the commencement of such Obligation Period, the Participant shall be entitled to a EE Capacity Payment for such Obligation Period calculated as follows: EE Capacity Payment = 0.7 x (EE Capacity Obligation X Accepted Offer Price) (c) If the IESO terminates this Agreement during an Obligation Period, the Participant shall submit a M&V Report for each Energy Efficiency Resource for any reason other than completed portion of the Obligation Period within sixty (60) calendar days of receiving notice of the termination and, subject to the IESO’s approval of such M&V Report, shall be entitled to a reason set forth in Section 4(a), 4(b) or 4(c):EE Capacity Payment for such Obligation Period calculated as the sum of the following: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employmentCD/TD) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; x (iiAccepted Offer Price) the Company shall continue to pay the Executive his Base Salary, average Bonus x (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e2 x delivered EE Capacity – EE Capacity Obligation); and (ivii) 0.7 x (RD/TD) x EE Capacity Obligation X Accepted Offer Price Where: CD = completed days in the Executive shall Obligation Period RD = remaining days in the Obligation Period, calculated as TD - CD TD = total days in the Obligation Period (d) If the IESO terminates this Agreement following the completion of an Obligation Period, the EE Capacity Payment for such Obligation Period will be entitled to his rights to indemnification under calculated normally in accordance with Section 5 hereof5.5.

Termination Without Cause. IfThe Company may, during the Employment Periodwith or without reason, terminate Employee's employment under this Agreement without "cause" at any time, by providing Employee thirty (30) days prior written notice of such termination. If Employee's employment is terminated pursuant to this Section 8(b), Employee shall not be obligated to render services to the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if following the effective date of such notice (the "Notice Date") except such services as are requested by the Company pursuant to Section 11 ("Transition Period Services"), and as its sole and exclusive obligation and duty to Employee resulting directly or indirectly from the termination of the ExecutiveEmployee's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date and in full and complete settlement of Hire any and for a period of twenty-four months if the effective date all claims that Employee may have or claim to have arising directly or indirectly out of the termination of the Executive's his employment with the Company, the Company under this shall, subject to Section 4(d12 ("Non Competition") occurs at least five years after pay Employee, as severance pay, an amount (the Executive"Severance Amount") equal to the product of multiplying the then current semi-monthly base salary by thirty-six (36) semi-monthly periods (the "Severance Period"). The Severance Amount shall be payable by the Company to Employee in an amount equal to the Base Salary payable in twelve (12) equally monthly installments commencing on the Notice Date. The Company shall also pay to the Employee a portion of any discretionary bonus (the "Bonus Portion"), as determined by the Company's Date Board of Hire; providedDirectors, howeverreferred to in Section 3(a) ("Compensation-Base Salary"), that, but for the termination of Employee's employment, would have been paid to Employee for or with respect to the calendar year in which Employee's employment is terminated. The Bonus Portion shall consist of that if, prior to percentage of the said discretionary bonus determined by dividing the number of full or partial calendar months during the calendar year in which Employee's employment is terminated that Employee was in the employ of the Company by twelve (12). Until the end of such periodthe Severance Period or until Employee is gainfully employed by another employer, which ever time period is less, the Executive Company shall obtain employment allow Employee to continue participation in the Company s group health insurance plan at the Company's expense. In accordance with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period)all applicable laws, the amounts otherwise payable pursuant to this clause (ii) Employee shall be reduced by extended all COBRA rights and benefits at the amount end of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofSeverance Period.

Termination Without Cause. IfSubject to the provisions of Section 2 hereof, during the Employment Period, the Company terminates upon termination of the employment of the Executive hereunder for any reason other than a reason set forth by the Company without cause after completion of the notice period provided in Section 4(a2(b), 4(b) or 4(c): the Executive shall be entitled to receive: (i) concurrent the amount of the Executive’s Base Salary accrued with such termination, the Company shall pay respect to the Executive an amount period prior to the date of termination of the Executive’s employment, to the extent not previously paid, (ii) a salary continuation benefit for a period of six (6) months following the date of termination of Executive’s employment, at a rate equal to his accrued the rate of Executive’s Base Salary up to as of the day immediately preceding the date of termination, prorated Bonus (based on payable at the same percentage times and in the manner of accrued Base Salary as compared the Company’s regular payroll practices, provided, however, that this period of salary continuation benefit will be reduced by that number of weeks, if any, that the Executive remains employed by the Company but is required to remain away from work during the Notice Period and shall be further reduced to the annual Base Salary multiplied times extent that the average Company pays salary in lieu of employment of Executive during the annual Bonuses Notice Period and (iii) an amount in lieu of Discretionary Bonus equal to (x) the Discretionary Bonus, if any, paid to the Executive for the three fiscal years year of the Company immediately preceding such termination the year in which Executive’s employment is terminated, multiplied by (y) a fraction, the numerator of employment) which is the number of days of Executive’s employment by the Company during the fiscal year of the Company in which Executive’s employment is terminated, and any amounts the denominator of which is 365. Any amount payable to the Executive pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; clause (ii) the Company or (iii) of this Section 6(a) shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses be paid to the Executive for only in the three fiscal years event that he executes a release of liability in favor of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata in a form satisfactory to the Company and to the extent that Executive on is not otherwise in breach of this Agreement or such release agreement at the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period time of twelve months if payment. Notwithstanding anything else contained herein, in the effective date of event that the termination of Executive is terminated without cause within the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date period following a “change of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer control” (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodas defined herein), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to receive the benefits set forth in Section 3(e); and (iv6(d) in lieu of the Executive shall be entitled to his rights to indemnification under benefits set forth in Section 5 hereof6(a) above.

Termination Without Cause. IfIf the Company terminates Executive’s employment at any time prior to a Change of Control without Cause (and other than as a result of Executive’s death or disability) and such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), Executive shall be eligible for the following severance benefits (the “Severance Benefits”): (i) the Company shall make a lump sum severance payment to Executive in an amount equal to eighteen (18) months of Executive’s then-current base salary plus 150% of the greater of (A) 80% of the Target Bonus for the year in which the termination occurs and (B) the prior year’s Target Bonus actually earned by Executive, subject to withholdings and deductions, (ii) the vesting of each then-outstanding, unvested equity award held by Executive will accelerate as to that number of shares under each such award that would have vested in the ordinary course had Executive continued to be employed by the Company for an additional eighteen (18) months (or, if no shares would vest during such time under a specific award due to a cliff vesting provision, then the Employment Periodnumber of shares vesting and becoming exercisable pursuant to this paragraph shall equal the product of (A) the total number of shares subject to the award and (B) a fraction, the numerator of which is eighteen (18) and the denominator of which is the total number of months in the vesting schedule), with such vesting occurring as of the date of the Executive’s termination, (iii) the post-termination exercise period of all non-statutory stock options then held by Executive shall be extended so that such options, to the extent vested, are exercisable until the earlier of (A) the original term expiration date for such award and (B) the first anniversary of Executive’s termination date and (iv) if Executive timely elects COBRA health insurance coverage, the Company will pay Executive’s COBRA premiums for eighteen (18) months following the date his employment terminates or until such earlier date as he is no longer eligible for COBRA coverage or he becomes eligible for health insurance coverage from another source (provided that Executive must promptly inform the employment of Company, in writing, if he becomes eligible for health insurance coverage from another source within eighteen (18) months after the termination). Executive hereunder for any reason other than a reason shall not be entitled to the Severance Benefits unless and until the release requirements set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date 5 of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofAgreement are satisfied.

Termination Without Cause. IfThe Company shall have the right to terminate the Term of Employment at any time by written notice to the Employee not less than 30 days prior to the effective date of such termination. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, during the Employment Period5.2, 5.3, or 5.5, the Company terminates shall: (a) pay to the employment Employee any unpaid Base Salary through the date of termination of the Executive hereunder Term of Employment specified in such notice; (b) pay to the Employee the accrued but unpaid Incentive Compensation, if any, for any reason other than Bonus Period ending on or before the date of termination of the Term of Employment; (c) continue to pay the Employee’s Base Salary for a reason set forth period (the “Continuation Period”) through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5, in the manner and at such times as the Base Salary otherwise would have been payable to the Employee; (d) continue to pay the Employee Incentive Compensation and continue to provide the Employee with benefits that are comparable, in the aggregate, to the benefits he was receiving under Sections 4.2 and 4.3 hereof (the “Benefits”), through the end of the Continuation Period in the manner and at such times as the Incentive Compensation and Benefits otherwise would have been payable or provided to the Employee; (e) pay to the Employee his Termination Year Bonus, if any, at the time provided in Section 4(a3.2; (f) pay to the Employee as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period; and (g) if such termination occurs and is effective after December 31, 2008 but before the Expiration Date, pay to the Employee as a single lump sum payment, within 30 days of the Expiration Date, equal to the Employee’s then current Base Salary. In the event that the Company is unable to provide the Employee with any Benefits required hereunder by reason of the termination of the Term of Employment pursuant to this Section 5.4, then the Company shall pay the Employee cash equal to the value of the Benefit that otherwise would have accrued for the Employee’s benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made monthly throughout the Continuation Period. For this purpose, the value of any Benefit shall be the amount that the Employee is required to pay to obtain that Benefit (fully grossed up for taxes at the highest marginal rate applicable to the Employee calculated in a similar manner to the Gross-Up Payment described in Section 4.6), 4(b) or 4(c): (i) concurrent with such termination. Upon any termination effected and compensated pursuant to this Section 5.4, the Company shall pay to the Executive an amount equal to his accrued Base Salary up have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; providedsubject, however, that if, prior to the end provisions of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodSection 4.1), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfThe Company may terminate the Term of Employment at any time without Cause, during by written notice to the Executive not less than ninety (90) days prior to the effective date of such termination. In the event that the Term of Employment Period, is terminated by the Company terminates without Cause (other than due to the employment of Executive’s death or Disability) the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with The Accrued Obligations, payable as and when those amounts would have been payable had the Term of Employment not ended; (ii) The Termination Year Bonus, payable as and when those amounts would have been payable had the Term of Employment not ended; (iii) A lump-sum payment equal to the Severance Amount, payable on the 30th day immediately following the Termination Date; and (iv) the Company shall reimburse, on a monthly basis, Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of the Executive’s premium required to maintain coverage for his dependents) for a period of 18 months after such terminationtermination or the expiration of the period in which COBRA coverage must be provided, whichever is less; and (v) All Equity Awards and or stock options previously granted to the Executive that remain outstanding immediately prior to the effective date of Termination shall become fully vested and exercisable upon the occurrence of such Termination and shall remain exercisable for a period of two (2) years thereafter. If, upon the Termination Date, the Company is not a publicly traded corporation, the stock options shall be cancelled and, in exchange, the Company shall pay to the Executive Executive, in full settlement of all rights with respect to the stock options, an aggregate amount in cash equal to his accrued Base Salary up to the date fair market value of termination, prorated Bonus (based a share of the Company’s Common Stock on the same percentage of accrued Base Salary as compared to Termination Date minus the annual Base Salary multiplied per share exercise price for the stock options, times the average number of shares to which the stock options have not been exercised at the time of the annual Bonuses paid to the Executive for the three fiscal years Termination. Such cash payment shall be made within thirty (30) days of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofTermination Date.

Termination Without Cause. IfAt any time the Company shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 that is not a termination under any of Sections 5.1, during the Employment Period5.2, 5.3 or 5.5, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(bshall: (a) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid b) pay to the Executive the accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dCompany, (c) occurs at least one year after continue to pay the Executive's Date of Hire and Base Salary for a period of twenty-four twelve (12) months if the effective date of following the termination of the Executive's employment with the Company Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, and (d) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits he was receiving under this Section 4(dSections 4.2, 4.4 and 4.6 hereof, for a period of twelve (12) occurs at least five years after months following the termination of the Executive's Date employment with the Company, in the manner and at such times as the compensation or benefits otherwise would have been payable or provided to the Executive. In the event that the termination of Hire; providedExecutive's employment hereunder shall occur on or before December 31, however1997, then the Incentive Compensation and benefits payable under clause (d) of this Section 5.4 shall be equal to the amounts that ifwould have been paid or provided to the Executive for the year ended December 31, prior 1997. In the event that termination of Executive's employment hereunder shall occur after December 31, 1997, then the Incentive Compensation and other benefits payable under clause (d) of this Section 5.4 shall be equal to the amounts of such compensation and benefits payable or provided to the Executive for the calendar year immediately preceding the termination of Executive's employment hereunder. In the event that the Company is unable to provide the Executive with a continuation of any savings, pension, profit-sharing or deferred compensation plans required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such benefits could not be provided under the plans, said cash payments to be made within forty-five (45) days after the end of the year for which such periodcontributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any benefits that would have accrued under any plan shall be binding and conclusive on the Executive. Further, the Executive shall obtain continue to vest in the Executive's Stock Options through the Expiration Date in the same manner and to the same extent as if his employment with another employer hereunder terminated on the Expiration Date. The Company shall have no further liability hereunder other than for: (i) reimbursement for reasonable business expenses incurred prior to the Executive being obligated date of termination, subject, however, to use his or her reasonable best efforts to secure employment during such period)the provisions of Section 4.1, the amounts otherwise payable pursuant to this clause and (ii) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereoftermination occurs.

Termination Without Cause. If, during the Employment Period, the Company terminates the The employment of the Executive hereunder for Employee may be terminated without Cause at any reason other than time by the vote of a reason set forth majority of the Board on delivery to the Employee of a written Notice of Termination (as defined in Section 4(aSECTION 13(A), 4(b). On the Date of Termination (as defined in SECTION 13(B)) or 4(c): (i) concurrent with such terminationpursuant to this SECTION 11(B), the Company shall pay to the Executive Employee in a lump sum in lieu of payments under SECTIONS 4(A), 4(B) AND 5 for the remainder of the Term an amount equal to his accrued the sum of (i) all Base Salary up payable under SECTION 4(A) through the termination date, (ii) a pro-rated portion of the maximum Bonus available to the date Employee under SECTION 4(B) for the year in which the termination occurs, (iii) an amount equal to three times the Employee's Total Compensation for the twelve months preceding the termination date, and (iv) One Million Five Hundred Thousand Dollars ($1,500,000.00). In addition, provided that Employee has complied with the provisions of terminationSECTION 16 hereof, prorated on each of the first and second anniversaries of the Date of Termination of the Employee's employment, the Company shall pay the Employee in a lump sum One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00). For purposes of this SECTION 11(B), the Employee's Total Compensation shall equal the sum of the Base Salary, maximum Bonus (based on the same percentage of accrued 100% of such Base Salary as compared to (whether or not the annual Base Salary multiplied times the average of the annual Bonuses entire amount was actually earned or paid to the Executive for Employee), fair value of vehicle allowance and other benefits and expense reimbursements described in SECTIONS 4(D) and 5, and any director's fees paid to the three fiscal years Employee by the Company. In addition, on termination of the Employee under this SECTION 11(B), all of the Employee's unvested Options and other options, warrants and rights relating to capital stock of the Company preceding shall immediately vest and become exercisable. The term of any such termination options (including the Options), warrants and rights shall be extended to the fifth anniversary of employment) and the Employee's termination. The Employee acknowledges that extending the term of any amounts payable incentive stock option pursuant to this SECTION 11(B), or SECTION 11(C), 11(D) OR 12(A), could cause such option to lose its tax-qualified status under the Supplemental Retirement PlanInternal Revenue Code of 1986, in each case accrued through as amended (the date of termination; (ii) "Code"), and agrees that the Company shall continue have no obligation to pay compensate the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive Employee for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for any additional taxes he incurs as a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofresult.

Termination Without Cause. IfSubject to the provisions of Section 4(c), during if, prior to the expiration of the Employment PeriodTerm, the Company terminates the Employee’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such terminationwithout Cause, the Company shall pay shall, subject to the Executive Employee’s execution of a general release of claims against the Company in a form substantially similar to the form attached hereto as Exhibit A, provide the Employee with Severance Benefits and Continued Health Benefits. “Severance Benefits” means an amount equal to his accrued one and one half (1.5) times the sum of (i) Base Salary up to (at the rate in effect on the date of termination, prorated the Employee’s employment is terminated) plus (ii) Bonus (based on defined as the same percentage greater of accrued Base Salary as compared to the annual Base Salary multiplied times (1) the average of the annual Bonuses bonus amount paid to the Executive for Employee over the three fiscal years immediately preceding the year of termination and (2) 50% of Base Salary at the rate in effect on the date the Employee’s employment is terminated), paid over the eighteen (18)-month period immediately following Employee’s termination of employment without Cause (such period being referred to hereunder as the “Severance Period”), at such intervals as the Employee would have received payments of Base Salary if he had remained in the active service of the Company. The Company preceding shall also provide the Employee and his eligible dependents with group medical and life insurance after termination of the Employee’s employment without Cause (to the extent such eligible dependents were participating in the Company’s group medical and life insurance programs prior to the Employee’s termination of employment) or, in the event such participation is not permitted, a cash payment equal to the value of the benefit excluded, payable in equal monthly installments beginning 60 days following the Employee’s Separation from Service (as defined in Section 4(f) hereof) (the “Continued Health Benefits”) until the earlier of (x) the end of the Severance Period or (y) the Employee obtaining other employment and any amounts payable becoming eligible to participate in the medical and life insurance plans of his new employer. Any general release of claims against the Company required pursuant to the Supplemental Retirement Plan, in each case accrued through this Section 4(b) shall be executed and become irrevocable within sixty (60) days following the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such Employee’s termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofemployment.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Executive's Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive Salary for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay a period (said Base Salary and average bonus being payable pro-rata to the "Continuation Period") of six (6) months from the effective date of termination hereunder, provided, however, Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder shall have been employed by Company for a period of twelve months if at least one hundred eighty (180) days to be eligible for such payment, (iii) continue to provide the effective date Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, provided, however, Executive shall have been employed by Company for a period of at least one hundred eighty (180) days to be eligible for such Benefits or payment of the cash value of such Benefits, as set forth below. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(d) occurs at least one year after shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's Date of Hire and benefit under the plan, for a the period of twenty-four months if during which such Benefits could not be provided under the effective date plans. The Company's good faith determination of the termination amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of the Executive's employment with Stock Options, if any, shall be subject to the terms of the Stock Option Plan. The Company under this Section 4(dshall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days accumulated in accordance with the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationCompany's then general policy); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “Continuation Period”), (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to his the value of the Benefit that otherwise would have accrued Base Salary up for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus subject, however, to the provisions of Section 4.1, and (based y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same percentage of accrued Base Salary terms and conditions hereunder shall be treated as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of if the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under terminated this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. IfThe Company has the right, at any time during the Employment PeriodTerm, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company terminates Company's obligation to the employment Executive shall be limited solely to the payment, at the times and upon the terms provided for herein, of the greater of (i) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in the Term of this Agreement (assuming no automatic extension of the Term) had the Executive not been so terminated and (ii) the Executive's Annual Salary for a period of twelve months, in each case based on the Annual Salary of the Executive hereunder for any reason other than a reason set forth in Section 4(aeffect on the date of termination (or, if the Company has reduced the Executive's Annual Salary in breach of this Agreement, the Executive's Annual Salary before such reduction) and, in the case of clause (i), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to average Incentive Bonus received by the Executive an amount equal to his for the immediately preceding two fiscal years, together with all unpaid Incentive Bonus and Benefits awarded or accrued Base Salary up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus but before he has received two, prorated the Incentive Bonus in clause (i) shall be based on the same percentage amount of accrued Base Salary as compared to that one Incentive Bonus; if he has not yet received an Incentive Bonus, it shall be based on the annual Base Salary multiplied times the average maximum Incentive Bonus (i.e., one half of the annual Bonuses paid Annual Salary). In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the Executive for the three fiscal years of the Company preceding pursuant to this Section 4.3 shall be due and payable in one lump-sum payment within 60 days after such termination of employment) and termination. In all other cases, any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid due to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Section 4.3 shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive due and payable as and when they would have earned if his Base Salary, average Bonus become due and other benefits had been continued for a period of six months following payable absent such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfEmployer may terminate this Agreement without cause at any time. “Without cause” termination shall include, during but not be limited to: (i) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the Employment Period, provisions of Section 1 hereof; (ii) Employer’s notice to Employee that his or her position will be relocated to an office which is greater than 35 miles from Employee’s prior office location; and (iii) Employer’s reduction of Employee’s base salary to less than the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth base salary identified in Section 4(a)) of this Agreement. If Employer terminates this Agreement without cause, 4(bEmployer shall continue to pay Employee the compensation provided for in Section 4(a) or 4(c): of this Agreement for a period of time equal to twelve months. Such pay continuation is contingent upon Employee executing Employer’s standard severance agreement, which incorporates a general release, at the time of termination. In addition, Employee will receive (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued any earned but unpaid Base Salary up to the date of termination, prorated Bonus (based on the same percentage of and accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued Paid Time Off through the date of Employee’s termination; ; (ii) reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee’s vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a pro-rata basis, the amount of such plan(s) as Employee would have earned if Employee had been employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to the nearest whole month) divided by 12 months. In determining whether a pro-rata bonus shall be paid to Employee, the Employer may consider factors that include but are not limited to (i) the Employee’s target bonus (percentage of base salary), (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary Company’s financial performance and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive Employee’s achievement of his or her specific performance objectives. At the time of termination, Employer shall determine the Employee’s bonus amount, if any. Notwithstanding the foregoing, any payout of such bonus amount shall be entitled to contingent upon the Company satisfying the financial targets established by the Company’s Board of Directors. Payment of any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive bonus shall be entitled made at the time of the annual bonus payout for all employees. COBRA coverage may be elected to his rights to indemnification continue health, dental, and vision insurance during the Severance Period and beyond. If COBRA coverage is elected, Employee will pay only the employee contribution rate for the health insurance portion of the COBRA coverage during the Severance Period. Dental and vision coverage under Section 5 hereofCOBRA will be billed at the full COBRA rate.

Termination Without Cause. If, during Either party may terminate Executive's employment hereunder without Cause at any time by providing one-hundred eighty (180) days written notice of such termination. In the Employment Period, the Company terminates the employment event of the termination of Executive's employment under this Paragraph 4.3 without Cause by the Company, then Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with payment of the Accrued Payments in full within the next normal payroll period following Termination; (ii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, to be paid in full within the next normal payroll period following Termination; (iii) if employment termination occurs prior to the end of any fiscal year, the annual incentive bonus for such fiscal year in which employment termination occurs for which Executive would have been entitled if employed at the conclusion of the fiscal year determined and paid based on actual performance achieved for such fiscal year against the prorated performance goals for that fiscal year, to be paid in full within ninety days following completion of the fiscal year; (iv) the Company shall arrange for the Executive to continue to participate (through COBRA or otherwise), on substantially the same terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the Company shall pay medical, dental, disability and life insurance programs provided to the Executive an amount equal hereof until the earlier of (a) a one-hundred eighty (180) day period from the effective date of termination; or (b) such time as the Executive is eligible to his accrued Base Salary up be covered by comparable benefit(s) of a subsequent employer (determined on a benefit-by-benefit and coverage-by-coverage basis). The foregoing is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. In the event of the termination of Executive's employment under this Paragraph 4.3 without Cause by the Executive, then Executive shall be entitled to items listed above in subparagraphs (i), (ii) and (iii) above only. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared subject, however to the annual Base Salary multiplied times the average provisions of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll datesParagraph 3.1 hereof)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of the Executive hereunder for any reason other than a reason set forth in Section 4(aSections 5.1, 5.2, 5.3 or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dCompany, (iii) occurs at least one year after pay to the Executive a lump sum amount equal to thirty-six (36) months of the Executive's Date Base Salary at the time of Hire termination of employment with the Company, (iv) pay to the Executive (within 45 days after the end of the fiscal quarter in which such termination occurs) a prorata portion (based upon the period ending on the date of termination of the Executive's employment hereunder) of the Incentive Compensation, if any, for the Bonus Period in which such termination occurs, as calculated pursuant to Section 3.2 hereof and the Executive Plan; provided that the goals under Section 3.2 hereof and the Executive Plan for each period used in the calculation of the Executive's Incentive Compensation, shall be based on (1) the portion of the Bonus Period through the end of the fiscal quarter in which such termination occurs and (2) unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board, (v) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") in the manner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, and (vi) pay to the Executive as a period single lump sum payment, within 30 days of twenty-four months if the effective date termination of his employment hereunder, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the Expiration Date. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(d) occurs at least five years after shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's Date of Hire; providedbenefit under the plan, howeverfor the period during which such Benefits could not be provided under the plans, that if, prior said cash payments to be made within 45 days after the end of the year for which such periodcontributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall obtain employment with another employer (the Executive being obligated to use become immediately fully vested in his or her Stock Options as of the date of such termination of employment. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable best efforts business expenses incurred prior to secure employment during such period)the date of termination, subject, however, to the amounts otherwise payable pursuant to this clause provisions of Section 4.1, and (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereoftermination occurs.

Termination Without Cause. If, during In the Employment Period, event that the Executive's employment hereunder is terminated by the Company terminates without Cause and Sections 8(A) (death), (B) (disability) and (F) (change in control) do not apply, then the employment Executive shall be entitled to: (I) Base Salary for a two-year period ending on the second anniversary of the Executive hereunder for any reason other than a reason set forth Termination Date, payable as provided in Section 4(a4; (II) a Pro-Rata annual incentive award for the fiscal year in which the Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), 4(b) or 4(c):payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (iIII) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to twice the date Executive's annual bonus opportunity for the year of terminationtermination (excluding any overachievement bonus opportunity), prorated Bonus (based payable in equal installments over the two-year period ending on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average second anniversary of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationTermination Date; (iiIV) the Company shall continue continued right to pay exercise the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder Special Stock Option for a period of twelve months if two years from the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Termination Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; (provided, however, that ifno options can be exercised after their expiration date), prior such Special Stock Option to become fully vested and exercisable as of the end Termination Date, and the immediate vesting of such periodall shares of Special Restricted Stock as of the Termination Date; (V) the continued right to exercise any vested and exercisable stock option, other than the Special Stock Option, for a minimum period of 12 months from the Termination Date (provided, however, that no options can be exercised after their expiration date). During the 12-month period following the Termination Date, all unvested stock options (other than the Special Stock Option) will continue to vest as if the Executive shall obtain employment were still employed with another employer the Company. All stock options, other than the Special Stock Option, which are not vested or exercised as of 12 months following the Termination Date will be forfeited. In addition, all restricted stock, other than the Special Restricted Stock, which has not been distributed as of the Termination Date will be forfeited; (VI) continued participation, through the Executive being obligated second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on such date, on terms and conditions that are no less favorable to use his or her reasonable best efforts to secure employment during him than those that applied on such period), date and with COBRA benefits commencing thereafter; provided that the amounts otherwise payable pursuant to Company's obligation under this clause (iiSection 8(D)(V) shall be reduced by to the amount extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination)subsequent employer; (iiiVII) immediate vesting in the Executive shall be entitled to Company's Retirement Savings Plan (or any amounts owing but not yet paid pursuant to Section 3(esuccessor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation plans; and (ivVIII) the Executive shall be entitled to his rights to indemnification under benefits described in Section 5 hereof8(H)(I).

Termination Without Cause. IfThe Company has the right, at any time during the Employment PeriodTerm, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to (i) the vesting of all stock options granted to the Executive by the Company terminates and (ii) the employment payment, at the times and upon the terms provided for herein, of the greater of (a) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in the Term of this Agreement had the Executive not been so terminated and (b) the Executive's Annual Salary for a period of 36 months, in each case based on the Annual Salary of the Executive hereunder for any reason other than a reason set forth in Section 4(a)effect on the date of termination (or, 4(b) or 4(c): (i) concurrent with such terminationif the Company has reduced the Executive's Annual Salary in breach of this Agreement, the Company shall pay to the Executive an amount equal to his Executive's Annual Salary before such reduction) together with all unpaid Incentive Bonus and Benefits awarded or accrued Base Salary up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus, prorated the Incentive Bonus in clause (ii)(a) shall be based on the same percentage amount of accrued Base Salary as compared to that one Incentive Bonus; if he has not yet received an Incentive Bonus, it shall be based on the annual Base Salary multiplied times the average maximum Incentive Bonus (i.e., 75% of the annual Bonuses paid Annual Salary). In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the Executive for the three fiscal years of the Company preceding pursuant to this Section 4.3 shall be due and payable in one lump-sum payment within 60 days after such termination of employment) and termination. In all other cases, any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid due to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Section 4.3 shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive due and payable as and when they would have earned if his Base Salary, average Bonus become due and other benefits had been continued for a period of six months following payable absent such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during If the Employee’s employment by the Company is terminated by the Company other than (x) for Cause or (y) as a result of an expiration of the Employment Period, Term due to an election by the Company terminates not to extend the employment term of this Agreement pursuant to the Executive hereunder for any reason other than a reason set forth in provisions of Section 4(a), 4(b) or 4(c): (i) concurrent with such termination2 hereof, the Company shall pay or provide the Employee with the following: (i) the Accrued Benefits; and (ii) subject to the Executive Employee’s continued compliance with the obligations in Sections 9, 10 and 11 hereof, (A) an amount equal to his accrued the sum of the Employee’s monthly Base Salary up rate (but not as an employee), paid in accordance with the regular payroll practices of the Company for a period to be determined following such termination and (B) the date of termination, prorated Unpaid Annual Bonus (based on if any), paid in such manner and at such times as the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses Unpaid Annual Bonus would have otherwise been paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant Employee without regard to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with Employment Term, and will be paid ratably thereafter over the Company under remaining payment schedule for the payments pursuant to clause (A)); provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 21 hereof), any such payment scheduled to occur during the first sixty (60) days following such termination shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto. Payments and benefits provided in this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii8(e) shall be reduced by in lieu of any termination or severance payments or benefits for which the amount Employee may be eligible under any of compensation earned by the Executive from his plans, policies or her new employment during such period (except that in no event shall programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofsimilar state statute or regulation.

Termination Without Cause. If, during the Employment Period, the Company terminates The Corporation may terminate at any time the employment of the Executive hereunder for any reason other than a reason set forth without cause in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, which case the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) Corporation will provide and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to the following severance payments (“Severance Payments”) and the Executive hereby irrevocably waives the right to receive any amounts additional compensation provided hereunder (unless explicated provided herein otherwise) or available under applicable statute or law: (i) any accrued and unpaid Base Salary, less applicable statutory deductions, to the Termination Effective Date; (ii) all vacation pay due and owing but not yet paid to the Termination Effective Date; (iii) any short term bonus that the Executive qualifies for pursuant to the conditions and stipulations contained in Section 3(e)3.2 hereto related to a termination other than “for cause”; and (iv) at the Corporation’s option, either: (a) a lump sum payment, less applicable statutory deductions, equivalent to six months of the Executive’s Base Salary or (b) payment over the subsequent six months equivalent in amount, frequency and timing to the Base Salary the Executive would have received had this Agreement not been terminated (the “Salary Continuation Period”); provided that the Corporation shall continue to provide health care coverage (pursuant to the same terms and conditions (including copayments and premium contributions) of active employees (including any changes that occur thereto during such period for active employees)) for the Salary Continuation Period; and provided further that in the event that the Executive obtains employment of 30 hours or more (on average) per week during such six month period, the Executive shall notify the Corporation immediately and all obligations of the Corporation to make payments and provide health care benefits under this Section 4.2(iv)(b) during the Salary Continuation Period following such date shall terminate. If the Corporation exercises its rights to terminate the Executive’s employment hereunder other than “for cause” pursuant to this Section 4.2, except for the severance payments and benefits expressly enumerated herein, the Executive shall not be entitled to his rights receive any further remuneration, benefits or payments, including without limitation short term bonus awards, benefit coverage (including that set forth in Section 3.3 and 3.7 hereof) or any additional vesting of the Option after the Termination Effective Date (including in the event of a Change of Control following any such termination). Following such termination, the Executive shall not be required to indemnification under be available to work for the Corporation and may have other activities, subject to the restrictions provided in Article 2, but excluding Section 5 hereof2.1. Further, other work done by the Executive during the period following such termination that adheres to the requirements of Section 2.2, Section 2.3, and Section 2.4 shall not be considered work during the course of the Executive’s employment with the Corporation and, thus, Section 2.5 will not apply.

Termination Without Cause. If, during The Company shall have the right to terminate the Term of Employment Period, the Company terminates the employment of by written notice to the Executive hereunder for not less than thirty (30) days prior to the termination date. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3 or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)termination date unpaid Base Salary, if any, through the date of termination specified in such notice, (ii) and all other benefits which would otherwise be payable hereunder pay to the Executive the accrued but unpaid Incentive Compensation, if any, for a period of twelve months if any Bonus Period ending on or before the effective date of the termination of the Executive's employment with the Company Company, at the time provided in Section 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) times the sum of (x) his Base Salary and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits under this Section 4(dSections 4.2 and 4.4 hereof (the "BENEFITS") occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months three (3) years immediately following the date of his termination in the manner and at such times as the Benefits otherwise would have been provided to the Executive; (v) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the effective date Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and compensated pursuant to this Section 4(d5.4, the Company shall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfNotwithstanding anything to the contrary contained elsewhere in this Agreement, the Company, in the sole discretion of the CEO and Board, shall have the right to terminate Executive’s employment during the Employment PeriodTerm at any time and for any reason, without Cause by written notice to Executive. In the event that Executive’s employment is terminated without Cause, then, provided the Executive has incurred a “separation from service” within the meaning of Section 409A of the Code and applicable Treasury Regulations (a “Separation from Service”), and subject to the Executive’s execution and non-revocation of an effective general release of claims in favor of the Company terminates in a form delivered by the employment of Company to the Executive hereunder for any reason other than a reason set forth within the applicable consideration period specified in Section 4(athe release (not to exceed thirty (30) days following such delivery) (which delivery will be made within seven days following Executive’s Separation from Service with the Company), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive as severance an aggregate amount equal to to: (i) Six (6) months of his accrued Base Salary up to the date (or twelve (12) months of termination, prorated Bonus (based on the same percentage of accrued his Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding if such termination of employmentemployment occurs within six (6) and any amounts payable pursuant to the Supplemental Retirement Plan, months following a Change in each case accrued through the date of terminationControl); (ii) notwithstanding the Company shall continue to pay requirement of Section 3(b) that the Executive his Base Salary, average Bonus (based be employed on the average bonus payment date, the amount of the annual Bonuses paid to any unpaid bonus which has been earned by the Executive for the three fiscal years of the Company any Financial Year preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's ’s employment with in respect of which such compensation is paid or payable; (iii) 50% of the Company Target Bonus Amount for the Financial Year during which the termination occurs (or 100% of the Target Bonus Amount if such termination of employment occurs within six (6) months following a Change in Control). All payments due under this Section 4(d) occurs at least one are subject to Section 7(k). Subject to the other terms of this paragraph, his severance shall be payable as and when Executive’s Base salary or bonus would otherwise have been paid (and in the case of Base Salary, in accordance with the Company’s regular payroll payment practices) but in the case of the bonus amount, no later than March 15 of the year after following the Executive's Date year during which the Executive is notified of Hire and for a period his termination from the Company with the date of twenty-four months such payment determined by the Company. Notwithstanding the foregoing sentence, if the Executive incurs a Separation from Service within two (2) years following the occurrence of a Change in Control that also constitutes a change in the ownership or effective date control of GTEC or a change in the ownership of a substantial portion of the termination assets of GTEC, in all cases within the Executive's employment with meaning of Treasury Regulation Section 1.409A-3(i)(5), severance payments to which the Company Executive is entitled under this Section 4(d) occurs at least five years after shall, except as limited below, be paid in a single lump sum on the Executive's First Payment Date (as defined below). In the event of Hire; provideda Separation from Service prior to August 18, however2011 (the expiration date of the term of the Prior Agreement in effect on the date of this amended and restated Employment Agreement), that ifthe Change in Control lump-sum payment rule shall not apply to any amount which would be treated as nonqualified deferred compensation (within the meaning of Section 409A of the Code) under the Prior Agreement as in effect immediately prior to this amended and restated employment agreement and any such amount of nonqualified deferred compensation shall be paid in accordance with the rules of the second sentence of this paragraph. Notwithstanding any provision of this Agreement to the contrary, no severance payments otherwise payable under this Section 4 shall be paid prior to the end 60th day following the date of such period, the Executive shall obtain employment Executive’s Separation from Service with another employer the Company (the “First Payment Date”) and any such amounts that otherwise would have been paid prior to the First Payment Date shall be paid on the First Payment Date. The Company shall have no other liability to Executive being obligated to use his other than for the Accrued Rights or her reasonable best efforts to secure employment during such periodas otherwise required by law. Notwithstanding the foregoing provisions of this Section 4(d), the amounts otherwise payable pursuant to payments described in this clause (iiSection 4(d) shall immediately cease and be reduced by the amount of compensation earned by irrevocably forfeited if the Executive from his or her new employment during such period (except that violates any of the restrictive covenants contained in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofof this Agreement.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Executive's Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive Salary for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay a period (said Base Salary and average bonus being payable pro-rata the " Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, provided, however, Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder shall have been employed by Company for a period of twelve months if at least ninety (90) days to be eligible for such payment, (iii) continue to provide the effective date Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, provided, however, Executive shall have been employed by Company for a period of at least ninety (90) days to be eligible for such Benefits or payment of the cash value of such Benefits, as set forth below. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(d) occurs at least one year after shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's Date of Hire and benefit under the plan, for a the period of twenty-four months if during which such Benefits could not be provided under the effective date plans. The Company's good faith determination of the termination amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of the Executive's employment with Stock Options, if any, shall be subject to the terms of the Stock Option Plan. The Company under this Section 4(dshall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such periodtermination occurs). For all purposes under this Agreement, the Executive failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall obtain employment with another employer (be treated as if the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable Company terminated this Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. If, during The Company has the Employment Period, the Company terminates right to terminate the employment of the Executive hereunder for any reason other than without Cause, upon at least thirty days’ prior written notice, if such termination is approved by a reason set forth in majority vote of the Board taken at a meeting duly called to consider such matter. In the event of termination of the Executive’s employment pursuant to this Section 4(a9(b), 4(b) the Company shall provide the Executive with the following “Termination Benefits,” and the Company shall have no further obligations to pay compensation or 4(c):benefits under this Agreement: (i) concurrent with a lump sum cash payment, within thirty days following the Date of Termination, equal to the sum of: (A) the Accrued Obligations, and (B) the product of (1) three and (2) the sum of the Base Salary, plus the higher of Executive’s most recent annual bonus or Executive’s target bonus for the year in which the Date of Termination occurs (if no target bonus has been set for such terminationyear, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive Executive’s target bonus for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationprior year shall be used); (ii) the Executive shall be credited with three additional years of service for purposes of calculating his retirement benefit under any supplemental or excess retirement plan of the Company in which he was a participant as of the Date of Termination; (iii) from the Date of Termination until 36 months following the end of the month in which the Date of Termination occurs, the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid benefits to the Executive for (and/or the three fiscal years Executive’s family) at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 5(d)(ii) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior executives of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to their families) (in addition, if the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder is eligible for a period of twelve months if the effective date “COBRA” continuation health coverage under Section 4980B of the termination Internal Revenue Code of 1986, as amended (or any successor provision), such coverage shall commence upon the end of the Executive's employment with coverage for the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hireseverance period); provided, however, that ifif any of the welfare benefits provided during the period the Executive is considered a “specified employee” or “key employee” under Section 24 of this Agreement are not subject to an exemption under Section 409A of the Code, prior such benefits will be provided at the Executive’s cost subject to the end of reimbursement during any such period; and provided further, however, if the Executive shall obtain employment becomes reemployed with another employer (and is eligible to receive medical or other welfare benefits under another employer-provided plan, the Executive being obligated medical and other welfare benefits described herein shall be secondary to use his or her reasonable best efforts to secure employment those provided under such other plan during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a applicable period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e)eligibility; and (iv) the Executive shall be entitled to his rights to indemnification credited with three additional years of service and age for purposes of eligibility for retiree health benefits under Section 5 hereofany retiree health plan maintained by the Company.

Termination Without Cause. IfSubject to the provisions of Section 4(c), during if, prior to the expiration of the Employment PeriodTerm, the Company terminates the Employee’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such terminationwithout Cause, the Company shall pay shall, subject to the Executive Employee’s execution of a general release of claims against the Company in a form substantially similar to the form attached hereto as Exhibit A, provide the Employee with Severance Benefits and Continued Health Benefits. “Severance Benefits” means an amount equal to his accrued one and one half (1.5) times the sum of (i) Base Salary up to (at the rate in effect on the date of termination, prorated the Employee’s employment is terminated) plus (ii) Bonus (based on defined as the same percentage greater of accrued Base Salary as compared to the annual Base Salary multiplied times (1) the average of the annual Bonuses bonus amount paid to the Executive for Employee over the three fiscal years immediately preceding the year of termination and (2) 50% of Base Salary at the rate in effect on the date the Employee’s employment is terminated), paid over the eighteen (18)‑month period immediately following Employee’s termination of employment without Cause (such period being referred to hereunder as the “Severance Period”), at such intervals as the Employee would have received payments of Base Salary if he had remained in the active service of the Company. The Company preceding shall also provide the Employee and his eligible dependents with group medical and life insurance after termination of the Employee’s employment without Cause (to the extent such eligible dependents were participating in the Company’s group medical and life insurance programs prior to the Employee’s termination of employment) or, in the event such participation is not permitted, a cash payment equal to the value of the benefit excluded, payable in equal monthly installments beginning 60 days following the Employee’s Separation from Service (as defined in Section 4(f) hereof) (the “Continued Health Benefits”) until the earlier of (x) the end of the Severance Period or (y) the Employee obtaining other employment and any amounts payable becoming eligible to participate in the medical and life insurance plans of his new employer. Any general release of claims against the Company required pursuant to the Supplemental Retirement Plan, in each case accrued through this Section 4(b) shall be executed and become irrevocable within sixty (60) days following the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such Employee’s termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofemployment.

Termination Without Cause. IfThe Company shall have the right -------------------------- to terminate the Term of Employment by written notice not less than thirty (30) days prior to the termination date, during to the Employment PeriodExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a)5.2, 4(b) 5.3 or 4(c): (i) concurrent with such termination5.5, the Company shall (i) pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder termination date unpaid Base Salary, if any, through the date of termination specified in such notice, (ii)pay to the Executive the accrued but unpaid Incentive Compensation, if any, for a period of twelve months if any Bonus Period ending on or before the effective date of the termination of the Executive's employment with the Company Company, at the time provided in Section 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) times the sum of (x) his Base Salary, if any as of the date of his termination and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits under this Section 4(dSections 4.2 and 4.4 hereof (the "Benefits") occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months three (3) years immediately following the date of his termination in the manner and at such times as the Benefits otherwise would have been provided to the Executive; (v) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the effective date Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and compensated pursuant to this Section 4(d5.4, the Company shall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfIn the event the Employer terminates Executive’s employment without Cause, during the Employment Periodother than due to Disability or death, the Company terminates Executive shall be entitled to: (a) be paid by the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): Employer (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to in effect on the date of termination through the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the ii) any previously awarded and unpaid Annual Cash Bonus; (iii) all unpaid reimbursable expenses incurred by Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;, with payment made as soon as practicable but no later than two and one-half months following such termination date; and (iv) the Employer shall cause any stock options, restricted stock or other equity-based instruments that previously were issued to the Executive to vest fully. (b) a lump sum, to be paid by the Employer as soon as practicable but not later than two and one-half months following such termination date, equal to the Base Salary in effect on the date of termination for a three (3) month period following such termination (the “Post Termination Salary Payment”), provided that the Post Termination Salary Payment will be increased by one (1) month’s Base Salary for each Employment Year worked after the first Employment Year (for example, if Executive is Terminated without Cause in the fourth Employment Year, the Post Termination Salary Payment would be equal to four (4) months’ Base Salary and if he is Terminated without Cause in the fifth (5th) Employment Year, the Post Termination Salary Payment would be equal to five (5) months’ Base Salary). Under no circumstances shall the Post Termination Salary Payment be greater than six (6) months’ Base Salary. (c) Notwithstanding the foregoing, if at the time of Executive’s Separation from Service (as defined in Treasury Regulation 1.409A-1(h)) the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of the Executive’s Separation from Service will not be paid until after the earlier of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the Company date of the Executive’s death (the “ 409A Suspension Period”). Within fourteen (14) calendar days after the end of the 409A Suspension Period, the Executive shall be paid a cash lump sum payment equal to any payments (including interest on any such payments), and benefits that the Employer would otherwise have been required to provide under this Section 12.2 but for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments and benefits due under this agreement in accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). Notwithstanding any other provision of this agreement, no benefits or amounts shall be payable under this Section 12.2 unless the Executive executes and delivers a general release of claims in a form and manner reasonably satisfactory to the Employer including, but not limited to, a release of any and all claims arising out this agreement and the Executive's employment relationship with the Employer, and such release has become irrevocable pursuant to its terms (it being understood, however, that in no event will such release expand any of the post-termination restrictions referred to in paragraph (c) above). The Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within thirty (30) days or such longer period which is provided by law for review and revocation) following the delivery of such release, signed by the Employer, to the Executive. If such release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue to pay as provided herein. The delayed benefits shall in any event expire at the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding time such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of have expired had such benefits commenced immediately following the termination of the Executive's employment with ’s employment. (ii) To the Company under this extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 4(d409A, then such payments or benefits shall be made or commence upon the sixtieth (60) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of day following the termination of the Executive's employment with ’s employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the Company under terms of this Section 4(d) occurs at least five years after agreement had such payments commenced immediately upon the termination of the Executive's Date ’s employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of Hire; providedthe Executive’s employment. The Employer may provide, howeverin its sole discretion, that ifthe Executive may continue to participate in any benefits delayed, prior to the end of such period, provided that the Executive shall obtain employment with another employer (bear the Executive being obligated to use his or her reasonable best efforts to secure employment full cost of such benefits during such delay period), . Upon the amounts date such benefits would otherwise payable commence pursuant to this clause (ii) Section 12.2 hereof, the Employer shall reimburse the Executive the Employer’s share of the cost of such benefits, to the extent that such costs otherwise would have been paid by the Employer or to the extent that such benefits otherwise would have been provided by the Employer at no cost to the Executive, in each case had such benefits commenced immediately upon the termination of the Executive’s employment. Any remaining benefits shall be reduced reimbursed or provided by the amount of compensation earned by Employer in accordance with the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus schedule and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofprocedures specified herein.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “Continuation Period”), (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to his the value of the Benefit that otherwise would have accrued Base Salary up for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus subject, however, to the provisions of Section 4.1, and (based y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same percentage of accrued Base Salary terms and conditions hereunder shall not be treated as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of if the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under terminated this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. If, during In the Employment Period, event that the Executive's employment hereunder is terminated by the Company terminates without Cause and Sections 8(A) (death), (B) (disability) and (F) (change in control) do not apply, then the employment Executive shall be entitled to: (I) Base Salary for a two-year period ending on the second anniversary of the Executive hereunder for any reason other than a reason set forth Termination Date, payable as provided in Section 4(a4; (II) a Pro-Rata annual incentive award for the fiscal year in which the Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), 4(b) or 4(c):payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (iIII) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to twice the date Executive's annual bonus opportunity for the year of terminationtermination (excluding any overachievement bonus opportunity), prorated Bonus (based payable in equal installments over the two-year period ending on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average second anniversary of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationTermination Date; (iiIV) the Company shall continue continued right to pay exercise the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder Special Stock Option for a period of twelve months if two years from the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Termination Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; (provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodno options can be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the amounts otherwise payable pursuant Termination Date, and the immediate vesting of all shares of Special Restricted Stock as of the Termination Date; (V) the continued right to exercise any vested and exercisable stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options can be exercised after their expiration date). All stock options, other than the Special Stock Option, which are not vested and exercisable as of the Termination Date will be forfeited, and all restricted stock, other than the Special Restricted Stock, which has not been distributed as of the Termination Date will be forfeited; (VI) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him than those that applied on such date and with COBRA benefits commencing thereafter; provided that the Company's obligation under this clause (iiSection 8(D)(V) shall be reduced by to the amount extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination)subsequent employer; (iiiVII) immediate vesting in the Executive shall be entitled to Company's Retirement Savings Plan (or any amounts owing but not yet paid pursuant to Section 3(esuccessor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation plans; and (ivVIII) the Executive shall be entitled to his rights to indemnification under benefits described in Section 5 hereof8(H)(I).

Termination Without Cause. If, during In the Employment Period, event GTI terminates this Agreement and the Company terminates the Employee’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):without Cause: (i) concurrent with GTI shall promptly pay or provide to the Employee, to the extent earned prior to the date of such termination: (A) all Salary; (B) the pro rata share of all Bonuses for the fiscal year in which the termination occurred (which payment shall be made based on the assumption that GTI had met the requirement for the payment of the Target Bonus); (C) any Benefits under any plans of GTI in which the Employee is a participant to the full extent of the Employee’s rights under such plans prior to termination, except as noted in Section 11(f)(ii)(B) below; and (D) reimbursement of any appropriate business and/or entertainment expenses incurred by the Employee prior to such termination and properly submitted to GTI. (ii) subject to the GTI’s receipt from the Employee of a general release of employment-related claims, attached hereto as Annex D, GTI shall also promptly pay to the Employee: (A) a lump sum amount equal to the Employee’s Salary at its then-current rate for a period equal to six (6) months, plus any amount to be paid to the Employee as a cash payout of Salary due to the Employee for that portion of the Employer’s Notice Period that GTI shall elect to pay out pursuant to section 11(e) hereof; provided that following the completion by the Employee of one year employment, the Company amount paid under this section 11(f)(ii)A shall increase to an amount equal to the Employee’s Salary at its then-current rate for a period equal to nine (9) months, plus any amount to be paid to the Employee as a cash payout of Salary due to the Employee for that portion of the Employer’s Notice Period that GTI shall elect to pay out pursuant to section 11(e) hereof; and (B) in the event GTI is unable to continue such benefits pursuant to clause (iii) hereof, GTI shall pay to the Executive an amount equal to his accrued Base Salary up to Employee the date cost of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) continuing all medical and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued dental coverages for a period of six months following (6) months, and shall pay directly to the Employee a cash amount equal to the maximum matching contribution which the Employee would have received pursuant to the terms of GTI’s 401(k) Plan as though he had been permitted to continue making the maximum permissible contributions to such termination);plan for such period. (iii) In addition to the Executive payments described in clause (ii) hereof, GTI shall be entitled continue to provide the Employee and his eligible dependents at GTI’s expense (except to the extent of any amounts owing but not yet paid pursuant premiums customarily charged to Section 3(e); and (ivactive employees) the Executive shall be entitled to his rights to indemnification with all medical, dental, life, disability and other coverages as provided for under Section 5 6(b) hereof during the period determined in accordance with Section 11(f)(ii)(A), provided however, that such benefits shall cease upon the Employee’s receipt of comparable benefits under, or coverage under, any plans provided by a new employer if such coverage commences prior to the period determined in accordance with Section 11(f)(ii)(A) hereof.

Termination Without Cause. IfThe Company shall have the right, during upon ninety (90) days’ prior written notice given to the Employment PeriodExecutive, to terminate the Company terminates the Executive’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(awhatsoever (except for Cause (as defined below), 4(b) or 4(c): (i) concurrent with ))). In the event of such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of terminationhave no further obligations hereunder, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts owing to which the Executive otherwise is entitled hereunder prior to the date of termination without Cause, paid in accordance with the terms of this Agreement; (ii) receive bonus compensation earned but not yet paid pursuant that relates to Section 3(eany fiscal year ended prior to the date of termination without Cause, paid in accordance with the terms of this Agreement; (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had they remained in employment through the end of the fiscal year during which the termination without Cause occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with the terms of this Agreement (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (iv) receive the following post-termination payments and benefits: A) for a period ending on a date two (2) years from the date of termination without Cause, in accordance with the regular payroll policies of the Company in effect from time to time, their Base Salary as established under and paid in accordance with the terms of this Agreement and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses (or target bonus, if the Executive has not yet received an actual bonus) paid or payable to the Executive under the Bonus Plan during the past two (2) completed fiscal years paid in accordance with the terms of this Agreement (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination);(v) receive reimbursement for financial counseling services under Section 6(b) hereof for a period of two (2) years from the date of termination, paid in accordance with the terms of this Agreement (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to this Section, a lump sum cash payment, to be paid within 60 days after the end of the Without Cause Continuation Period, equal to the Pension Replacement Payment ( (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section that are separation pay as described under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this Section occurs; any amounts payable under this Section that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 7(j) of this Agreement. Except as otherwise provided in this Section, the Company will have no further obligations under Sections 3, 4 and 6 hereof or otherwise. In the event of termination without Cause, the Executive shall not be entitled required to his rights to indemnification under Section 5 hereofmitigate damages hereunder.

Termination Without Cause. If, during In the Employment Period, event that the Executive’s employment hereunder is terminated by the Company terminates without Cause and Sections 8(A) (death), (B) (disability) and (F) (change in control) do not apply, and provided Executive executes a full release satisfactory to the employment Company, then the Executive shall be entitled to: (1) Base Salary for a two-year period ending on the second anniversary of the Executive hereunder for any reason other than a reason set forth Termination Date, payable as provided in Section 4(a4; (2) a Pro-Rata annual incentive award for the fiscal year in which the Termination Date occurs, based on the Executive’s annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), 4(b) or 4(c):payable in a lump sum promptly following the Termination Date, regardless of the Executive’s and Company’s performance during such fiscal year; (i3) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to twice the date Executive’s annual bonus opportunity for the year of terminationtermination (excluding any overachievement bonus opportunity), prorated Bonus (based payable in equal installments over the two-year period ending on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average second anniversary of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationTermination Date; (ii4) the Company shall continue continued right to pay exercise the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder Special Stock Option for a period of twelve months if two years from the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Termination Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; (provided, however, that ifno options can be exercised after their expiration date), prior such Special Stock Option to become fully vested and exercisable as of the end Termination Date, and the immediate vesting of such periodall shares of Special Restricted Stock as of the Termination Date; (5) the continued right to exercise any vested and exercisable stock option, other than the Special Stock Option, for a minimum period of 12 months from the Termination Date (provided, however, that no options can be exercised after their expiration date). During the 12-month period following the Termination Date, all unvested stock options (other than the Special Stock Option) will continue to vest as if the Executive shall obtain employment were still employed with another employer the Company. All stock options, other than the Special Stock Option, which are not vested or exercised as of 12 months following the Termination Date will be forfeited. In addition, all restricted stock, other than the Special Restricted Stock, which has not been distributed as of the Termination Date will be forfeited; (6) continued participation, through the Executive being obligated second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he/she or his/her family members were participating on such date, on terms and conditions that are no less favorable to use his or him/her reasonable best efforts to secure employment during than those that applied on such period), date and with COBRA benefits commencing thereafter; provided that the amounts otherwise payable pursuant to Company’s obligation under this clause (iiSection 8(D)(5) shall be reduced by to the amount extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination)subsequent employer; (iii7) immediate vesting in the Executive shall be entitled to Company’s Retirement Savings Plan (or any amounts owing but not yet paid pursuant to Section 3(esuccessor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation plans; and (iv) 8) the Executive shall be entitled to his rights to indemnification under benefits described in Section 5 hereof8(H)(1).

Termination Without Cause. IfIn the event that the Employer terminates Executive’s employment without Cause, during then in addition to the Employment PeriodAccrued Benefits, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in and subject to Section 4(a4.2(b)(ii), 4(b(A) or 4(c): (i) concurrent with such termination, the Company Executive shall pay be entitled to the Executive an amount equal to his accrued receive continued payment of Executive’s Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve (12) months if following the Termination Date, payable in accordance with the Employer’s normal payroll schedule, and (B) provided Executive effectively elects and remains eligible to receive continuation coverage under the Federal law commonly known as “COBRA,” the Employer shall pay to the carrier or reimburse Executive for (at the Employer’s discretion) the amount of any COBRA premiums under the Employer’s medical and dental benefit plans that would be due, less the active employee premium for Executive’s elected level of coverage, until the earliest to occur of (x) twelve (12) months after the Termination Date, (y) Executive’s death (provided that benefits provided to Executive’s spouse and dependents shall not terminate upon Executive’s death), or (z) with respect to any particular plan, the date Executive becomes eligible to participate in a comparable benefit provided by a subsequent employer (and Executive must notify the Employer, in writing, at least two (2) weeks or as soon as practicable prior to becoming eligible for such benefit through a subsequent employer); provided that the first payment of amounts due under this Section 4.2(b)(i) shall be made beginning on the first payroll date following the effective date of the termination of Release (as defined below) and the Executive's employment with first payment shall include all amounts otherwise due prior thereto, subject to the Company terms and conditions herein; provided, further, that, if the time period for executing the Release plus the revocation period provided for therein spans two calendar years the first payment under this Section 4(d4.2(b)(i) occurs at least one year after shall be made on the Executive's Date later of Hire and for a period of twenty-four months if (I) the first payroll date following the effective date of the termination of Release and (II) the Executive's employment with first payroll date in the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; providedlater calendar year and shall, howeverin each case, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the include all amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofdue prior thereto.

Termination Without Cause. IfThe Company may terminate your employment at any time without Cause, during effective upon delivery by the Employment PeriodCompany to you of a written notice of termination of your employment, provided that in lieu of notice, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):provides you with: (i) concurrent with such termination, the Company shall all pay to the Executive an amount equal to his accrued Base Salary up owed to the date of termination, prorated Bonus (based on the same percentage of including pay for accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationunpaid vacation; (ii) subject to your duty to mitigate the Company shall continue to pay the Executive his Base Salaryloss of your employment, average Bonus (based on the average continuance of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to in effect at the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder time of termination for a period of equal to twelve months if the effective date plus one additional month for every completed year of the termination of the Executive's employment service with the Company under this Section 4(dCompany, up to a total maximum of eighteen (18) occurs at least one year after months (the Executive's Date of Hire and for a period of twenty-four months if “Continuance Period”). In the effective date of the termination of the Executive's event you secure employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of the Continuance Period, then you agree to notify the Company of such period, fact and the Executive shall obtain employment with another employer (Company will only be required to continue 50% of your Base Salary from the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount date of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in until the Executive receiving an amount pursuant to this clause (ii) that would be less than end of the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination)Continuance Period; (iii) your anticipated Bonus Compensation during the Executive shall be entitled Continuance Period based on the average annual bonus paid to any amounts owing but you over the three-year period (or the lesser period if the Employee has been employed for less than three years) preceding the date of termination and multiplied by the ratio equal to the number of months in the Continuance Period divided by 12; (iv) continuance of the Benefits, subject to the terms of the respective plans, until the earlier of you obtaining coverage from a new employer or the expiry of the Continuation Period. In the event the plans do not yet paid pursuant to Section 3(e)provide continuation of coverage after termination of your employment, the Company will provide, or reimburse you for the cost of, equivalent replacement coverage until the earlier of you obtaining coverage from your new employer or the expiry of the Continuance Period; and (ivv) continued vesting of any unexpired options until the Executive shall termination of the Continuance Period, at which time any unvested portion of such options will expire and be entitled to his rights to indemnification under Section 5 hereofforfeit, and any vested portion of such options will be exercisable for a period of ninety (90) days from the end of the Continuance Period, at which time any vested but unexercised options will expire and be forfeit.

Termination Without Cause. If, In the event that Executive’s employment is terminated Without Cause during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): Bank shall: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Earned Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; defined above); (ii) the Company shall continue to pay the Executive his Base SalaryProrated Incentive Compensation (as defined above); (iii) make, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years benefit of Executive, the Company preceding such termination of employment divided by Accrued Plan Contribution (as defined above); (iv) subject to Section 6(j), provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the applicable pay period Core Plans (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)or if applicable, a Contingent Insurance Stipend) and all other benefits which would otherwise be payable hereunder for a period of twelve thirty-six (36) months if from the effective date of the termination of Executive’s Employment (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier); and (v) pay Executive an amount equal to three (3) times Executive's employment ’s Average Annual Compensation. The term “Average Annual Compensation” shall mean the average of Executive’s annual Compensation based on the most recent three (3) taxable years, or if Executive was employed by the Bank for less than three (3) full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employed by the Bank. The term “Compensation” shall mean, for the purposes of the foregoing definition as it relates to any tax year, all Base Salary, incentive compensation, bonuses, special allowances, other compensation, club dues and other benefits paid by the Bank to Executive in such taxable year pursuant to Section 3(a) through (k) hereof, any director or committee fees paid by the Bank to Executive during such tax year, and any other taxable income paid by the Bank to Executive during such tax year. Except as provided in Section 3(j) (but only with respect to the Company under assumption and continuation of the Life Insurance Policy) and this Section 4(d6(c), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) occurs at least one year through (k) or Section 6 of this Agreement following a termination of Executive’s employment Without Cause. Except as provided in Section 6(g) hereof, the amounts payable under Sections (ii) and (v) hereof shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the and continuing thereafter on each regular payroll date for thirty-six (36) months. Upon Executive's employment with the Company ’s death, any payments due under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii6(c) shall be reduced paid, as applicable, to Executive’s estate, trust or as otherwise required by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereoflaw.

Termination Without Cause. If, during If Executive's employment is terminated by Company prior to the expiration of the Employment Period, the Company terminates the employment of the Executive hereunder Period for any reason other than a reason set forth Cause and for so long as Executive is not in Section 4(a)breach of his continuing obligations under Sections 8 and 9, 4(b) or 4(c): Company shall (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, in effect immediately prior to the end of such period, the Executive shall obtain employment with another employer Employment Period for a period of 24 months after the date of termination (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period"Termination Period"), the amounts otherwise payable pursuant to this clause ; (ii) with regard to the STIP, pay a bonus at the time incentive compensation would otherwise be payable under the STIP for the year of termination on the basis of the Company's performance relative to target achieved for the full year and, in respect of the remainder of the Termination Period, pay a bonus at the time incentive compensation would otherwise be payable under the STIP for the year or years (or part thereof) in the remaining portion of the Termination Period on the basis that the Company achieved target for such year or years, but pro rated for the portion of each such year or years that fell within such remaining portion of the Termination Period, provided that, following termination of Executive's employment, all benefits payable to Executive under the STIP shall be reduced by paid in cash, and provided further that Executive shall acquire 100% of the amount interest in any shares previously granted to Executive under the STIP in which Executive has not yet acquired an interest pursuant to the STIP at the time of compensation earned by termination of Executive's employment; (iii) with regard to the EIP, Executive from his or her new employment during such period (except shall be credited with years of service for vesting purposes for the time that would have otherwise been remaining in the Employment Period but for the early termination, provided that in no event shall any such reduction result Executive be credited with fewer than four years of service for time-based vesting purposes under the EIP following termination of Executive's employment without cause; and provided further that in the event four (but not five) actual years of service have been credited to Executive receiving an amount pursuant for time-based vesting purposes under the EIP at the time of Executive's termination of employment without cause, Executive shall be credited with a partial fifth year of service based on the actual number of whole months in such year worked prior to this clause termination of employment, and the percentage under Section 5.02.C. of the EIP shall be adjusted proportionately to take into account such partial year of service; (iiiv) that would be with regard to the EIP, in the event of a liquidity event (as defined in the EIP), if the return on invested capital (as defined in the EIP) is not less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the 0% then Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and the greater of (ivA) or (B) where: (A) equals the Executive shall be entitled to his rights to indemnification interest in shares acquired by applying the provisions of the EIP taking into account provision 7(d)(iii) above and (B) equals the interest in the shares acquired by applying the provisions of the EIP where the applicable percentage under Section 5 5.02.A. of the EIP is 25% and the applicable percentage under Section 5.02.C. of the EIP is 100%; and (v) continue to pay the Company's portion of the premium costs or other costs of coverage of medical and life insurance benefits of Executive and, if Executive's family is covered for such benefits with the Company at the time Executive's employment terminates, Executive's family (i.e., that portion of such coverage paid by the Company for other executive officers at the level of coverage elected by Executive during his employment), subject to the terms and provisions of any applicable benefit plan and subject to approval by any applicable insurance carrier, after termination for the duration of the Termination Period or until Executive commences full time employment in an executive position with another employer, if earlier. In the event coverage is not approved by insurance carrier, the Company will obtain coverage for Executive and Executive's family that is at least as favorable as the coverage Executive had before termination. In addition to the foregoing, upon termination without cause, Executive and the Company shall have the Put Option and Call Option (respectively) described in Section 7(c) hereof. Except as may otherwise be expressly provided in this Agreement, in any Benefit Plan, or other agreement between the Company and Executive, Company shall have no further obligation to Executive other than to reimburse Executive for reasonable business expenses incurred prior to termination.

Termination Without Cause. IfSubject to Section 4(d) below, in the event of a termination of Executive's employment by the Company without Cause during the Employment PeriodTerm of Employment, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with such termination, Base Salary at the Company shall pay rate in effect immediately prior to the Executive an amount equal to his accrued Base Salary up to occurrence of such event for the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average balance of the annual Bonuses paid to the Executive for the three fiscal years Term of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationEmployment; (ii) any annual incentive compensation awarded for a prior year but not yet paid under Section 3(b), plus an annual incentive compensation award for the Company shall continue award year immediately preceding the date of termination if awards have not yet been made for such year in an amount equal to pay the Executive his three-year average percentage determined under Section 4(b)(iii) below multiplied by Executive's Base SalarySalary rate at the end of such year; (iii) the equivalent of annual incentive compensation under Section 3(b) for the year of termination and thereafter through the end of the Base Salary continuation period specified in Section 4(b)(i) (prorated for partial years), average Bonus (calculated in each case based on Executive's highest annual incentive award during the average three years immediately preceding termination, stated as a percentage of the annual Bonuses paid Base Salary in effect for the year for which awarded, and then applied to the Base Salary applicable under Section 4(b)(i) (but not less than 50% of the highest target bonus rate applicable to Executive during such prior three-year period, multiplied by the applicable annual Base Salary determined under Section 4(b)(i) above); (iv) subject to the terms and conditions of Schedule A, the payment of any Deferred Stock vested under Schedule A, and, subject to the terms and conditions of any future long term incentive grants, payment of any vested portion of such grants; (v) basic and supplemental pension benefit accruals under Section 3(d) above, based on Executive's years of credited service (including such additional years of credited service as provided pursuant to Section 3(d)(iii)), under the Company's tax qualified and supplemental pension plans (including any successors thereto), plus supplemental pension benefit accruals under Section 3(d) for the three fiscal years Base Salary continuation period specified in Section 4(b)(i), based on deemed service continuation and deemed continuation of pensionable compensation at the annualized equivalent of the Company preceding Base Salary and annual incentive compensation amounts payable under Sections 4(b)(i) and (iii) above; (vi) continuation of the life insurance coverage provided under Section 3(e)(ii), and the hospitalization, surgical and major medical coverage and the short-term and long-term disability coverage provided under Section 3(e)(i), in each case at the level that would otherwise be in effect from time to time under this Agreement but for such termination of employment divided by employment, for the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll datescontinuation period specified in Section 4(b)(i)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior Executive shall in any event be entitled to lifetime executive medical coverage under the Company's Executive Medical Expense Plan (or the equivalent thereof) on the same basis and to the end same extent applicable to actively employed senior executives of such period, the Executive shall obtain employment with another employer Company (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that but in no event shall any such reduction result in the on a basis less favorable to Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such coverage provided just prior to termination); (iiivii) travel benefits and American Airlines Admirals Club membership at the Executive shall be entitled same level and to any amounts owing but not yet paid pursuant the same degree provided to Section 3(e)actively employed senior executives of the Company generally; and (ivviii) any other rights and benefits available to Executive under the Executive shall be entitled employee benefit plans and programs of the Company in effect immediately prior to his rights termination (or the equivalent thereof) at the same level and to indemnification the same degree provided to actively employed senior executives of the Company generally, for the Base Salary continuation period specified in Section 4(b)(i) (or longer, if and to the extent applicable under Section 5 hereofsuch plans and programs).

Termination Without Cause. If, during Following a Change in Control or Potential Change in Control. In the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): event that: (i) concurrent with such termination, the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company shall pay to without Cause and (ii) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (1) Base Salary through the second anniversary of the Termination Date, payable as provided in Section 4; (2) a Pro-Rata annual incentive bonus award for the fiscal year in which the Termination Date occurs based on the Executive's annual incentive bonus award opportunity for such fiscal year (excluding any overachievement bonus award opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (3) an amount equal to his accrued twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus award opportunity) payable in equal installments over the 24-month period for which Base Salary up is continued; (4) the continued right to exercise any outstanding stock option for a period of 3 months from the date of terminationTermination Date (provided, prorated Bonus (based on the same percentage of accrued Base Salary however, that no options may be exercised after their expiration date), all such options to become fullyvested and exercisable as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to Termination Date; (5) the Executive for the three fiscal years immediate vesting of all shares of restricted stock of the Company preceding as of the Termination Date; (6) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the Executive had continued working for the Company and the Retirement Savings Plan continued in force during the twenty-four months following the Termination Date ("Separation Period") at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such termination plan; (7) an amount equal to the excess of employment(i) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any amounts payable pursuant to successor thereto) if the Supplemental Retirement PlanExecutive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in each case accrued through force during the date of termination; Separation Period, over (ii) the Company shall continue present value of the benefits to pay which the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on is actually entitled under the Company's usual payroll dates)) pension plan and all other benefits which would otherwise be payable hereunder for a period supplemental retirement plan, each computed as of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for a period the early commencement of twenty-four months if pension payments based on the effective date Executive's age on the last day of the termination 24th month following the Termination Date; (8) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (9) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he/she or his/her family members were participating on such date, on terms and conditions that are no less favorable to him/her than those that applied on such date and with COBRA benefits commencing thereafter, provided that the Company's obligation under this Section 8(F)(9) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and (10) the benefits described in Section 8(H)(1). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: (i) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; (ii) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period8(F), and the amounts otherwise payable to pursuant to this clause (iiSection 8(F) shall not be reduced by the amount of compensation any amounts earned by the Executive from his or her new employment during such period (payable to Executive, except that as provided in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationSection 8(F)(9); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during Following a Change in Control or ---------------------------------------------------------- Potential Change in Control. In the Employment Period, event that (x) the Executive's employment --------------------------- hereunder is terminated (A) through a Constructive Termination Without Cause or (B) by the Company terminates without Cause and (y) the termination of employment of occurs in connection with, or within two years following, a Change in Control or Potential Change in Control, then the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to through the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average third anniversary of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts Termination Date, payable pursuant to the Supplemental Retirement Plan, as provided in each case accrued through the date of terminationSection 4; (ii) a Pro-Rata annual incentive award for the Company shall continue to pay the Executive fiscal year in which his Base Salary, average Bonus (employment terminates based on the average greater of (A) the annual Bonuses paid to the Executive Executive's actual bonus for the three fiscal years year preceding termination and (B) the maximum bonus for the year of termination, payable in a lump sum promptly following the Company preceding such termination of employment divided by the applicable pay period Termination Date; (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)iii) and all other benefits which would otherwise be payable hereunder an annual incentive award for a period of twelve 36 months following the Termination Date, based on the greater of (A) his maximum incentive bonus for the year of termination and (B) his actual bonus for the year preceding termination, payable in equal installments over the 36-month period for which Base Salary is continued. (iv) the continued right to exercise any stock option, for the lesser of (A) 24 months and (B) the remainder of its term, such option to become fully exercisable as of the Termination Date; (v) full payout, at maximum levels, under each ongoing Long-Term Incentive Plan in which the Executive is participating as of the Termination Date, with the payouts due in a lump sum promptly following the Termination Date; (vi) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the effective date Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of the termination of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plans; (vii) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's Pension Plan and Company's Supplemental Retirement Plan (and any successor thereto) if the Executive had continued working for the Company for a period of 36 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the Pension Plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under this Section 4(d) occurs at least one year after the Company's Pension Plan and Supplemental Retirement Plan, each computed as of the date of the Executive's Date of Hire Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the Pension Plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for a period the early commencement of twenty-four months if the effective date of the termination of pension payments based on the Executive's employment age on the last day of the 36th month following the Termination Date; (viii) continued participation, through the third anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him than those that applied on such date and with COBRA benefits commencing thereafter, provided that the Company Company's obligation under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii8(f)(vi) shall be reduced by to the amount extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e)subsequent employer; and (ivix) the Executive shall be entitled to his rights to indemnification under benefits described in Section 5 hereof8(i)(i).

Termination Without Cause. IfThe Company shall have the right at any time to terminate your employment and this Agreement without Cause, during the Employment Periodand in such event, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(bfollowing shall apply: (1) or 4(c): You shall receive (i) concurrent fifty (50%) percent of your Base Salary for the remainder of the Term up to a maximum of six (6) months’ salary, however, if such termination occurs in the last six (6) months of the Term, then you will receive three (3) months’ Salary or the salary for the remainder of the Term, whichever is less (in either case calculated at the rate in effect at the time of your termination and all payable in substantially equal installments in accordance with the Company’s normal payroll practices commencing as of the first regular pay date following such terminationtermination)(the “Severance Payment”), the Company shall pay to the Executive an amount equal to his accrued (ii) unpaid Base Salary up to the date of termination (and calculated at the rate in effect at the time of your termination), prorated Bonus (based on iii) accrued benefits in accordance with their applicable policies, (iv) any bonus granted by the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years Board but unpaid in respect of the Company fiscal year immediately preceding the fiscal year during which termination occurs pursuant to this subparagraph 14.D which shall be payable to you by the Company at such time as the Company pays bonuses to its senior executives in respect of the fiscal year concerned, but in no event later than March 15 of the calendar year following the calendar year in which such termination of employmentoccurs, (v) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued approved but unreimbursed expenses incurred through the date of termination;termination payable in accordance with the Company’s policies and paragraph 7 hereof. Collectively, the amounts listed in items 14.D(1)(ii) through (v) shall be referred to as “Accrued Amounts.” (ii2) If the termination under this Paragraph 14D shall occur at any time up to the first anniversary of the Effective Date, you shall forfeit a portion of the 400,000 Shares applicable the period of the Term that is 360 days following the date this Agreement is terminated by Company without Cause as follows: You shall forfeit Shares equal to the result of the 400,000 Shares multiplied by a fraction the numerator of which is the number of days that remain in the Term after the date that is 360 days following the termination date and the denominator of which is 730. The Shares that are not forfeited shall continue to pay vest and continue to be subject to the Executive his Base Salaryrestrictions that are otherwise applicable to such Shares, average Bonus (based on and the average forfeitures shall be applied starting with the Shares that would otherwise vest last. If the termination under this Paragraph 14D shall occur after the first anniversary of the annual Bonuses paid Effective Date, there shall be no forfeiture of Shares under this Paragraph 14D. (3) Notwithstanding the foregoing, you shall not be entitled to receive the payments in 14D(1)(i) above unless you execute a general release in favor of Company in a form provided by and acceptable to the Executive for Company (the three fiscal years “Release”) within fifty (50) days following the date of termination of your employment, or such earlier date specified in the Release (collectively, the “Release Period”), which will include, among other provisions, each of the Company preceding such termination of employment divided provisions set forth on Exhibit A hereto, and the Release is not revoked by the applicable pay period (said Base Salary you, and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, howeverfurther, that ifyou are in full compliance with paragraph 12 hereof. Notwithstanding the foregoing, any payment pursuant to Paragraph 14D(1)(i) above that is scheduled to be made prior to the end of such period, date the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall Release is effective will be reduced accumulated and held by the amount Company on your behalf and paid to you with the Company’s regular bi-weekly payroll cycle which is sixty (60) days following your termination of compensation earned by the Executive from his or her new employment during such period (except that employment, but in no event shall any such reduction result in prior to the Executive receiving an amount pursuant to this clause (ii) that would be less than effectiveness of the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofRelease.

Termination Without Cause. If, during In the Employment Period, event Employee’s employment is terminated by the Company terminates without Cause, then in addition to any Accrued Obligations, and subject to Employee’s delivery to the employment Company of a general release of all claims against the Executive hereunder for any reason other than a reason set forth Company and its Affiliates in the form attached as Appendix 1, as may be reasonably amended by the Company to comport with changes in the law, (the “Release”) that becomes effective and irrevocable within sixty (60) days of Employee’s termination of employment, and Employee’s continued compliance with the terms of Section 4(a)7 hereof, 4(b) or 4(c):Employee will be entitled to receive as severance: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued continued Base Salary up to for a period of twelve (12) months (the date of termination, prorated Bonus (based on “Severance Period”) payable in substantially equal installments in accordance with the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationCompany’s standard payroll procedures; (ii) if Employee elects to receive continued healthcare coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to pay will directly pay, or reimburse Employee for, the Executive his Base Salary, average Bonus (based COBRA premiums for Employee and Employee’s covered dependents during the period commencing on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such Employee’s termination of employment divided by and ending upon the applicable pay period earliest of (said Base Salary and average bonus being payable pro-rata to X) the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date last day of the termination of Severance Period, (Y) the Executive's employment with date that Employee and/or Employee’s covered dependents become no longer eligible for COBRA or (Z) the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for date Employee becomes eligible to receive healthcare coverage from a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination)subsequent employer; (iii) up to $5,000 USD in outplacement counseling services from a mutually agreed outplacement provider; (iv) any unpaid amount awarded to Employee under the Executive shall be entitled QLT Cash Incentive Compensation Plan for the fiscal year prior to any amounts owing but not yet paid pursuant to Section 3(e)the termination; and (v) target incentive compensation under the Company’s Cash Incentive Compensation Plan, pro-rated for the portion of the current fiscal year worked by Employee. The amounts required to be paid under subsections (i), (ii), (iv) and (v) will be made, or will commence payment, on the Executive first payroll date that follows the date the Release becomes effective and irrevocable that is in the same tax year as the date that is 60 days following the termination date (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made on such payroll date). The Employee’s rights with respect to vesting and exercise of options to purchase QLT shares will be governed by the terms of the applicable stock option plans, notices of grant and stock option agreements. Should Employee choose not to comply with any of the obligations of Section 7 during the Severance Period, all payments under this Section 4(c) shall be entitled to his rights to indemnification under Section 5 hereofimmediately cease.

Termination Without Cause. IfEmployer shall have the right, during the Employment Periodexercisable upon written notice, the Company terminates the to terminate Employee's employment of the Executive hereunder under this Agreement for any reason other than a reason set forth in Section 4(aSections 7(a), 4(b(c) or 4(c): and (d), above, at any time during the Term. If Employee is so terminated by Employer pursuant to this Section 7(e) during the Term, Employer shall pay Employee two weeks of Base Salary for each full year of service to a maximum of eight (8) weeks of the Base Salary. Should Employee, at Employee's sole and exclusive option, provide Employer, no later than two (2) weeks prior to the end of the salary continuation benefits specified in the preceding sentence, with Employer's then standard form of separation, waiver and release agreement of all claims against Employer, then Employer agrees to (i) concurrent with such termination, extend the Company period during which Employer shall pay to Employee the Executive an amount equal Base Salary, and (ii) reimburse Employee for the cost of the same medical, dental, long-term disability and life insurance pursuant to his accrued Base Salary up Section 6(a) to which Employee was entitled hereunder as of the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that ifin the case of such medical and dental insurance, that Employee makes a timely election for, and continues to qualify for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, in each case (i.e., the Base Salary and insurance), until the expiration of twelve months from the date of termination. Employer shall make such payments in accordance with its regular payroll schedule. In addition, if Employee is so terminated by Employer pursuant to this Section 7(e) during the Term and prior to the end Restricted Stock Vesting Date, then vesting of such periodthe Restricted Stock shall be accelerated as follows: (i) if the date of termination is on or after November 15, 2011, but before November 15, 2012, the Executive Restricted Stock shall obtain employment be 33 1/3% vested if the Stock Performance Condition would have been met if determined on such termination date (rather than the Restricted Stock Vesting Date) replacing "three (3) times the per share exercise price" with another employer "one and two-thirds (1 2/3) times the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), per share exercise price" in the amounts otherwise payable pursuant to this clause definition of "Stock Performance Condition"; and (ii) if the date of termination is on or after November 15, 2012, but before the Restricted Stock Vesting Date, the Restricted Stock shall be reduced by 66 2/3% vested if the amount of compensation earned by Stock Performance Condition would have been met if determined on such termination date (rather than the Executive from his or her new employment during such period Restricted Stock Vesting Date) replacing "three (except that in no event shall any such reduction result 3) times the per share exercise price" with "two and one-third (2 1/3)] times the per share exercise price" in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period definition of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof"Stock Performance Condition."

Termination Without Cause. If, In the event that Executive’s employment is terminated Without Cause during the Employment Period, the Bank and any successor to the Company terminates and/or the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):Bank shall: (i1) concurrent with such terminationpay Executive his Earned Salary (as defined above); (2) pay Executive his Prorated Incentive Compensation (as defined above); (3) make, for the benefit of Executive, the Company shall Accrued Plan Contribution (as defined above); (4) pay to the Executive an amount equal to his accrued Base Salary up to from the effective date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Employment Period would have expired if Executive’s employment had not been sooner terminated Without Cause; provided, however, at any time after a “Change in Control” as defined in Section 5(b)(4), the Bank and any successor to the Company and/or the Bank shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a minimum period of twelve eighteen (18) months or through the date the Employment Period would have expired if the Executive’s employment had not been sooner terminated Without Cause, whichever period of time is longer. (5) provide Executive (and upon his death his surviving spouse and minor children, if any) with coverage under the Core Plans from the effective date of the termination of Executive’s employment through the date the Employment Period would have expired if Executive's ’s employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date had not been sooner terminated Without Cause (subject to payment of the termination costs and contributions that such plans provide are the responsibility of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(einsured employee); and (iv6) provide Executive (and his spouse and minor children, if any) with the health insurance continuation benefits set forth in Section 6(g) beginning on the expiration date of the health insurance coverage provided under the Core Plans pursuant to Section 6(c)(5), subject to the payment of the costs that are the responsibility of the Executive pursuant to the applicable health insurance plan or this Agreement. Amounts payable under Section 6(c)(2), Section 6(c)(4) and Section 6(c)(6) of this Agreement shall be entitled paid as provided in Section 6(i) and as may be required to his rights be deferred pursuant to indemnification under Section 5 hereof13.

Termination Without Cause. If, during The Employment Term and the Employment Period, Executive’s employment hereunder may be terminated by the Company terminates without Cause. In the employment event of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant receive the Accrued Amounts and, subject to Section 3(ethe Executive’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within sixty (60) days following the Termination Date (such 60-day period, the “Release Execution Period”); and (iv) , the Executive shall be entitled to his rights receive the following: equal installment payments payable in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to indemnification 0.75 times the sum of the Executive’s annual rate of base salary for the year in which the Termination Date occurs, which shall begin within sixty (60) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed; a payment equal to the product of (i) the Annual Incentive, if any, that the Executive would have earned for the calendar year in which the Termination Date (as determined in accordance with Section 2.6) occurs based on achievement of the applicable performance goals for such year and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Pro-Rata Bonus”). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the calendar year in which the Termination Date occurs; If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the 15th day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the nine-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5 hereof2.2(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 2.2(c) in a manner as is necessary to comply with the ACA. The treatment of each outstanding equity award, if any, shall be determined in accordance with the terms of the applicable plan and award agreement.

Termination Without Cause. If, during (a) If the Employment Period, the Company terminates the Employee experiences an involuntary termination of employment of the Executive hereunder by Klondex G&S (or any successor) for any reason other than for just cause, then Klondex G&S (or its successor) shall provide the Employee with written notice specifying the Termination Date. Klondex G&S shall pay the Employee for all accrued but unpaid wages and vacation entitlements up to the Termination Date (net of applicable withholdings). In addition, provided that the Release under Section 5.4(c) has been executed and becomes enforceable in accordance with its terms following the expiration of the applicable revocation period, Klondex G&S shall provide to the Employee a reason set forth in Section 4(a)lump sum separation payment, 4(bnet of applicable withholdings and less any amounts owing by the Employee to Klondex G&S, (the "Separation Payment") or 4(c):equal to: (i) concurrent with such terminationthe Employee's monthly Base Salary (determined as of the Termination Date) multiplied by 12, provided that for each completed year of service (but not to exceed six years) measured from the Company shall pay to Employee's date of hire on November 15, 2012 (the Executive “Employee’s Date of Hire”), an additional amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;one month's base salary will be added; plus (ii) the Company shall continue monthly premium cost of coverage described in Section 2.3 multiplied by 12, provided that for each completed year of service (but not to pay exceed six years) measured from the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the ExecutiveEmployee's Date of Hire and an additional amount equal to one month's premium cost will be added; plus (iii) an amount equal to the Employee's then current target bonus amount pursuant to Section 2.2 for a period of twenty-four months the year in which the Termination Date occurs (or if the effective date target bonus amount for the year in which the Termination Date occurs has not been determined as of the termination Termination Date, the target bonus amount for the year prior to the Termination Date) plus an additional amount equal to 1/12th of such bonus amount for each completed year of service (but not to exceed six years) measured from the Executive's employment with the Company under this Section 4(d) occurs at least five years after the ExecutiveEmployee's Date of Hire; providedplus (iv) An amount equal to 4% of the Employee's monthly Base Salary (determined as of the Termination Date) multiplied by 12, howeverprovided that for each completed year of service (but not to exceed six years) measured from the Employee's Date of Hire, an additional amount equal to 4% of one month's base salary will be added. For greater certainty, in no circumstances shall the Employee be entitled to a Separation Payment that ifis more than the equivalent of a total of 18 months of the payments in paragraphs 5.4(a)(i),(ii),(iii) and (iv) above (i.e., 12 months plus an additional month for each of the first six years of completed of service from Employee's Date of Hire, up to a maximum of an additional 6 months). With respect to the calculation in paragraph 5.4(a)(iii), the target annual bonus amount shall be used without regard to the achievement of any corporate and personal targets established in connection with such target bonus amount. (b) The Separation Payment described in this Section 5.4 will be paid within 10 days following the expiration of the revocation period applicable to the Release (as described in Section 5.4(c)), unless the Employee has failed to execute a Release as described in Section 5.4(c), in which case Employee shall forfeit any Separation Payment. The Separation Payment is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and therefore will be paid by March 15th of the calendar year following the calendar year in which the notice of termination is given, provided that if the notice of termination specifies a termination date that will occur in a subsequent calendar year and further specifies that the Employee is required to continue providing service through that later termination date, then such payment will be paid by March 15th of the calendar year following the Employee's termination date (such date, in either case, referred to herein as the "latest payment date"). (c) In order for the Employee to receive the Separation Payment, the Employee must sign a release of claims ("Release") in substantially the form set forth in Attachment A to this Agreement on or prior to the end date of the expiration of the consideration period (not less than 21 days) set forth in the Release. The Company agrees to provide the Employee with the Release within 10 days of the Termination Date, and in all cases no later than a date such periodthat the last day of any revocation period described in the Release will occur on or before February 28 of the year in which the latest payment date occurs. If the Employee fails to sign the release within the time frame specified therein, the Executive Employee will forfeit any right to the Separation Pay and the Employee shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall not be entitled to any amounts owing but not yet paid pursuant payments replacing the Separation Payment. (d) In the event the Company terminates the Agreement and the Employee's employment under this section, all outstanding equity awards granted under compensatory plans shall vest 100%; provided however, if an outstanding equity award is subject to Section 3(e)409A, the acceleration of vesting will not change the time or form of payment in a manner that would violate Section 409A; andif an outstanding equity award is exempt from Section 409A, the award will be administered in a manner that retains such exemption or otherwise complies with Section 409A. (ive) In the Executive event the Company terminates the Agreement and the Employee's employment under this section, the Employee shall have ninety (90) days from the Termination Date to exercise any stock options to acquire shares of Klondex Mines (or any successor) that he holds that have vested and are unexercised on or before the Termination Date. The Employee shall not be entitled to his rights be awarded or have any right to indemnification receive, after the Termination Date, any further stock options or damages in lieu of receipt of further stock options, which would have vested after the Termination Date. Except as otherwise provided in this Section 5.4 or as otherwise provided under Section 5 hereofminimum employment standards legislation, the Employee shall not be entitled to any further termination payments, damages or compensation whatsoever. (f) The Separation Payment is attributable to services performed in the United States.

Termination Without Cause. IfThe Board, during the Employment Periodby vote of a majority of its members, the Company terminates may terminate the employment of Employee without Cause at any time during the Executive hereunder for any reason other than a reason set forth in Term. In such event, Employer shall, subject to the terms of Section 4(a)9 and Section 19 of this Agreement, 4(b) pay or 4(c):otherwise provide to Employee: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his Employee’s accrued but unpaid Base Salary up to (based upon the annual rate in effect on the date of termination) through the date of termination, prorated Bonus to be paid within thirty (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment30) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date days of termination; (ii) the Company shall continue Any unpaid bonus with respect to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three a fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, ending immediately prior to the end of such period, the Executive shall obtain year in which Employee’s employment with another employer terminates (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period“Prior Year Bonus”), the amounts otherwise payable pursuant to this clause be paid in a cash lump sum within thirty (ii30) shall be reduced by the amount days of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) An amount equal to the Executive shall Employee’s Housing Stipend (and associated gross-up) for the remainder of employee’s then current lease, not to exceed twelve (12) months, to be entitled to any amounts owing but not yet paid pursuant to Section 3(e); andin a cash lump sum within thirty (30) days of termination; (iv) A pro-rated bonus (the Executive “Pro-Rated Bonus”) equal to the bonus that Employee would have received for the calendar year in which Employee’s employment terminates, based on Employee’s target annual bonus for such year, multiplied by a fraction, the numerator of which shall equal the number of calendar days Employee was employed by Employer for the year in which his employment terminates and the denominator of which shall equal three hundred sixty-five (365), to be paid in a cash lump sum within thirty (30) days of termination; (v) A lump-sum cash severance payment in an amount equal to the sum of (A) two times Employee’s annual rate of Base Salary in effect on the date of termination and (B) two times the target bonus for the year in which Employee’s employment is terminated, to be paid within thirty (30) days of termination; (vi) Employer shall also pay Employee a lump sum in an amount equal to the equivalent of twenty-four (24) months of premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (sufficient to cover full family health care as of the date Employee is terminated), to be paid within thirty (30) days of termination; (vii) With respect to the Sign-On Grant, and notwithstanding anything to the contrary in the LTIP or individual equity incentive award agreements issued thereunder, (A) the restricted stock units subject to time-based vesting criteria shall immediately become fully vested as of the date of termination, and (B) the performance stock units shall remain outstanding as if Employee had remained continuously employed through the performance period and shall vest upon the expiration of such performance period, subject to and contingent upon achievement of the applicable performance goals, and shall not be subject to any proration upon settlement thereof. The amounts and benefits described in clauses (iii) through (vii) of this Section 5(b) shall be entitled referred to herein collectively as the “Severance Benefits.” Except as otherwise provided in this Section 5(b) and in any Benefit Plan or Insurance Plan of Employer, Employer shall have no further obligation to Employee under this Agreement following the date his rights to indemnification under Section 5 hereofemployment is terminated without Cause.

Termination Without Cause. If14.1 In consideration of the Employee's services and his or her respecting the covenants set forth in Articles 6, during the Employment Period7, 8, 9 and 10 above, the Company terminates parties agree that if the Employee's employment be terminated by PHOENIX without cause, the Employee shall receive after the effective date of termination of his or her employment i) all amounts which are then due and owing to the Employee pursuant to this Employment Agreement, and ii) a further amount (the "Termination Payment") equal to the Employee's gross base annual salary (at the time of notice of termination) divided by 12 and multiplied by the number of complete years (not less than six years and to a maximum of twelve years) that the Employee has been employed by PHOENIX, less all applicable withholding at source. The Termination Payment shall be calculated from and as at the date notice of termination is given to the Employee. This payment shall be made in two equal installments, with the first installment due and payable by PHOENIX to the Employee thirty (30) days following the effective date of termination and the second installment payable by PHOENIX to the Employee five (5) months after the anniversary date of the first installment, the whole subject to the Employee's duty to mitigate his or her damages by seeking alternative employment. If the Employee continues to work after receiving notice of termination from PHOENIX and up to the effective date of termination, amounts earned during said period will reduce the Termination Payment. 14.2 The Employee hereby recognizes and accepts that neither PHOENIX nor its subsidiaries or affiliated companies nor PHOENIX shall in any case, be responsible to pay the Employee any additional amount, indemnity in lieu of notice, severance pay or other damages arising from the termination of this Employment Agreement or his or her employment, above and beyond the amounts specifically provided for in section 14.1. 14.3 If the employment of the Executive Employee is terminated hereunder for any reason other than as a reason set forth result of a Change of Control or Proposed Take-over Bid (within the meaning of and as such terms are defined in Section 4(athe Change of Control Agreement attached hereto as Schedule 14.3), 4(b) or 4(c): (i) concurrent with such termination, then the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average terms and conditions of the annual Bonuses paid to Change in Control Agreement shall override the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Planprovisions hereof, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less they are more favorable than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofthose contained herein.

Termination Without Cause. IfPrior to the end of the Employment Period, during (i) the Corporation may terminate the Executive’s employment under this Agreement for a reason other than Cause or no reason whatsoever (i.e., without Cause); or (ii) the Executive may terminate his employment under this Agreement due to Constructive Discharge (as defined below) so long as the Executive gives the Board written notice of the event giving rise to such Constructive Discharge within sixty (60) days of the occurrence thereof and such Constructive Discharge remains uncured by the Corporation thirty (30) days after the Board’s receipt of such notice; provided that if the Corporation has not cured a breach of this Agreement within the thirty (30) day period referenced in clause (iii) of the definition of Constructive Discharge set forth below this sentence will not be deemed to grant the Corporation an additional thirty (30) day cure period with respect to such breach. If the Executive’s employment is terminated without Cause or by Constructive Discharge pursuant to this Section 5(b) prior to the expiration of the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company Corporation shall pay to the Executive an amount equal to his accrued (A) the lesser of (1) two-times the Executive’s annual Base Salary up or (2) the amount of remaining Base Salary that would have been payable to the Executive from the date of terminationsuch termination of employment through the Termination Date; provided that such amount shall not be less than one-times the Executive’s annual Base Salary, prorated Bonus plus (B) the benefits set forth in Sections 4(d) and 4(f) (other than accrued but unused vacation pay) which were paid to the Executive in the year prior to the year in which his employment was terminated, plus (C) a pro-rated bonus for the year in which Executive was terminated (based on the same percentage number of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to months the Executive was employed by the Corporation in such year), if the bonus target for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through year was being achieved on the date of termination; termination (ii) the Company shall continue to pay the Executive his Base Salaryon a pro rata basis, average Bonus (based on the average number of the annual Bonuses paid to months the Executive for the three fiscal years of the Company preceding such termination of employment divided was employed by the applicable pay period Corporation in such year) (said Base Salary collectively, the “Severance Payment”); provided that the Severance Payment shall be conditioned upon the Executive’s voluntary execution of a written general release substantially in the form of Exhibit B hereto (the “Release”); provided further, that the Corporation shall have the right to modify the Release to reflect facts and average bonus being payable pro-rata to circumstances existing at the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination time of the Executive's employment with ’s termination. The Corporation shall pay fifty percent (50%) of the Company under this Section 4(dSeverance Payment in one payment within thirty (30) occurs days after the end of the Employment Period provided that such release has been in full force and effect for at least one year ten (10) days, and pay the remaining portion of the Severance Payment on the date that is twelve (12) months after the Executive's Date of Hire and for a period of twenty-four months if the effective date last day of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of HireEmployment Period; provided, however, that if, prior to the end of such period, if the Executive shall obtain employment with another employer is a “specified employee” within the meaning of Internal Revenue Code Section 409A(a)(2)(B)(i), no portion of the Severance Payment that is deferred compensation subject to Section 409A will be made before the date that is six (6) months after the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodpayment date provided in the previous clause. For purposes of this Section 5(b), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.term “Constructive Discharge” means:

Termination Without Cause. IfThe Corporation may terminate the Executive's employment without cause by providing the Executive with: 3.4.1 Base Salary continuation - at the Corporation's discretion, during the Employment Periodeither (collectively, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c"Termination Period"): (ia) concurrent working notice of a maximum of twelve (12) months (the "Notice Period"), in which case the Executive will continue to perform the Responsibilities and Duties until expiration of the working notice period during which the Executive shall continue to be entitled to all elements of Compensation and Benefits as set out herein; (b) payment in lieu of such working notice equal to a maximum of twelve (12) months (the "Termination Payment") payable in a lump sum, in which case the Executive's employment with the Corporation will be terminated immediately upon receiving notice from the Corporation; or (c) a combination of both, at the Corporation's discretion up to a maximum of twelve (12) months; 3.4.2 Minimum Severance & Benefits continuation - during any part of the Termination Period in which the Corporation provides the Executive with the Notice Period, then: (a) any minimum statutory severance pay as prescribed by the ESA at the end of such termination, Notice Period in order for the Company shall pay Corporation to be compliant with the minimum statutory standards of the ESA; and (b) the benefit plan contributions necessary to maintain the Executive's participation in all benefit plans provided to the Executive an amount equal to his accrued Base Salary up to by the Corporation as of the date notice of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid termination is delivered to the Executive for the three fiscal years duration of the Company preceding such termination of employment) and any amounts payable pursuant Notice Period, to the Supplemental Retirement Plan, in each case accrued through the extent they are available; 3.4.3 Entitlements up to date of termination;Termination - during any part of the Termination Period in which the Corporation provides the Executive with a Termination Payment: (iia) the Company shall Executive will continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said receive only their then Base Salary accrued and average bonus being payable pro-rata owing up to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if including the effective date of termination, to be paid as a salary continuance or as a lump sum payment at the Corporation's sole discretion; and (b) the benefit plan contributions necessary to maintain the Executive's participation for the minimum statutory notice period prescribed by the ESA in all benefit plans provided to the Executive by the Corporation immediately before the termination of the Executive's employment with will be continued; and (i) to the Company under this Section 4(d) occurs at least one year after extent permitted by its carriers, i-80 Gold shall also continue to pay its share of any premium contributions to any group benefits for the Executive's Date remainder of Hire and Termination Period or Notice Period, as applicable, for a period of twenty-four months if which the effective date Executive was eligible as of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, date that if, is immediately prior to the end date that notice of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable termination is provided pursuant to this clause Agreement; or (ii) in the event that i-80 Gold is not permitted by its carriers to continue any group benefit for the entire Termination Period (including, for certainty, life insurance and disability coverage, if such coverage is provided to the Executive by i-80 Gold), i-80 Gold shall be reduced by provide the amount Executive with a lump sum payment equal to the cost of compensation the benefit premiums (calculated as of the date that is immediately prior to the date of termination) that i-80 Gold would have paid to provide the benefit to the Executive for the remaining part of the Termination Period; 3.4.4 STI entitlements - In circumstances of a termination pursuant to Section 3.4.1. (b) above, i-80 Gold shall provide a lump sum payment or, at its sole discretion in circumstances of a termination pursuant to 3.4.1(a) above, may provide either lump sum payments in equal installments that are added to the base salary continuation payments referred to in paragraph 3.4.1 above: (a) any STI earned by the Executive from his in the calendar or her new employment during such period (except that in no event shall fiscal year immediately preceding their termination if any such reduction result in amounts remain outstanding to the Executive; and (b) an amount that is equal to the average annual STI earned by the Executive receiving an amount pursuant over the two-year period immediately prior to this clause (ii) that would be less than the amount Executive's termination of employment in full and final satisfaction of their eligibility to earn any STI during the Termination Period; Regardless of whether the Executive would have earned if his Base Salaryis entitled to the Notice Period or Termination Payment, average Bonus and other benefits had been continued for or a period of six months following such termination); (iii) combination thereof, the Executive shall will not be entitled to any amounts owing but further claim or any other rights or damages to any bonus or incentive compensation for any period thereafter, whether by way of general or specific damages and whether in contract, statute, common law or otherwise, then as set out above; 3.4.5 awards that have been previously granted to the Executive that have not yet paid pursuant to Section 3(e); and (iv) vested shall immediately vest and be exercisable by the Executive shall be entitled or redeemed (as applicable) in accordance with the terms and conditions of the applicable Equity Compensation Plan, notwithstanding any term or condition to his rights to indemnification under Section 5 hereof.the contrary that is contained in the applicable Equity Compensation Plan (or in the applicable Award agreement) or in this Agreement;

Termination Without Cause. If, during The Company may terminate the Employment PeriodEmployee's employment upon written notice for reasons other than With Cause. Upon termination of the Employee's employment by the Company for other than With Cause, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in shall have no further obligations under Section 4(a)II, 4(b) or 4(c):except that: (i) concurrent with such termination, the The Company shall pay to the Executive an amount equal to Employee his salary and accrued Base Salary up to vacation through the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Planbenefits under Section II(e), in each case (f), (g) or (i) accrued through but unpaid as of the date of termination; (ii) the The Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average Employee a pro rata allocation of the any annual Bonuses paid bonus earned prior to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment termination, determined, calculated and paid in accordance with the Company under this requirements of Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationII(c); (iii) in lieu of any further payment of salary or annual bonus, the Executive Company shall pay as severance an amount equal to the product of (A) an amount equal to the sum of the annual base salary then in effect plus fifty percent (50%) of the highest annual bonus compensation paid to the Employee or accrued by the Employee during the Term multiplied by (B) the greater of three (3) years or the number of years (including a fraction for that portion of any partial year remaining) that would remain in the Term if the Agreement had not been terminated. The severance payments shall, at the option of the Employee, be entitled paid: (1) in equal monthly installments over the remaining Term of the Agreement; or (2) be paid in a lump sum upon the effective date of termination, in an amount discounted to any amounts owing but not yet paid present value; (iv) The Company shall provide the Employee with the opportunity to purchase the automobile provided pursuant to Section 3(e)II(f) at its depreciated book value as of the date of termination; and (ivv) The Company shall continue to maintain for the Executive benefit of Employee and his family at Company expenses the same health insurance coverage in effect for the Company's employees as of the termination date, and shall keep in force at its own expense any life insurance previously provided by the Company on the life of the Employee for which the Employee has the right to designate the beneficiary, which health and life insurance coverage shall be maintained until the earlier to occur of the expiration of the Term of this Agreement or Employee obtaining other employment through which he is entitled to his rights obtain equivalent health and life insurance benefits without additional cost to indemnification himself. (vi) All stock options granted pursuant to the Option Agreement shall, at the Employee's election, be accelerated to and fully vested as of the date of termination, and all stock options granted pursuant to any stock option agreement shall, at Employee's election, be accelerated to and fully vested as of the date of termination and shall be deemed amended to permit exercise for the full remaining term thereof as if no such termination had occurred (or 90 days, if longer). (vii) The Company shall eliminate the collateral assignment on the Split Dollar Life Insurance policy(s) maintained under Section 5 hereofthe Split Dollar Plan and transfer to the Employee the Company's portion of the policy's cash surrender value.

Termination Without Cause. If, during If the Employment Period, Executive’s employment with the Company terminates is terminated by the employment of Company (other than for Cause, Disability or death) within 12 months following the Change in Control Date, then the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to the following benefits: (i) concurrent with such termination, the Company shall pay to the Executive the following amounts: (1) the sum of (A) the Executive’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”), which amount shall be paid in a lump sum in cash within 30 days after the Date of Termination; and (2) the amount equal to (A) one multiplied by (B) the sum of (x) the Executive’s highest annual base salary during the five-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus during the five-year period prior to the Change in Control Date, which amount shall be paid bi-monthly until the date 12 months after the Date of Termination in an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average 1/24th of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, total amount set forth in each case accrued through the date of termination;this Section 4.2(a)(i)(2). (ii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid provide benefits to the Executive for and the three fiscal years Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hireits affiliated companies; provided, however, that if, prior to the end of such period, if the Executive shall obtain employment becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced provided by the amount of compensation earned by Company, then the Company shall no longer be required to provide those particular benefits to the Executive from and his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination)family; (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be entitled considered to any amounts owing but not yet paid pursuant to Section 3(e)have remained employed by the Company until 12 months after the Date of Termination; and (ivv) notwithstanding anything herein to the contrary, the Company’s obligation to make the payments set forth in subsection (a)(i)(2) above and to make the benefit payments set forth in subsection (a)(ii) above shall immediately terminate in the event that the Executive shall be entitled to his rights to indemnification under Section 5 hereofviolates the provisions of any non-competition and/or non-disclosure agreement between the Executive and the Company.

Termination Without Cause. IfEmployer may terminate this Agreement without cause at any time. “Without cause” termination shall include, during but not be limited to: (i) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the Employment Periodprovisions of Section 1 hereof; and (ii) Employer’s notice to Employee that his or her position will be relocated to an office which is greater than 35 miles from Employee’s prior office location. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the Company terminates the employment of the Executive hereunder compensation provided for any reason other than a reason set forth in Section 4(a)) of this Agreement for a period of time equal to [Insert Relevant Severance Period]. Such pay continuation is contingent upon Employee executing Employer’s standard severance agreement, 4(b) or 4(c): which incorporates a general release, at the time of termination. In addition, Employee will receive (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued any earned but unpaid Base Salary up to the date of termination, prorated Bonus (based on the same percentage of and accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued Paid Time Off through the date of Employee’s termination; ; (ii) reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee’s vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a pro-rata basis, the amount of such plan(s) as Employee would have earned if Employee had been employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to the nearest whole month) divided by 12 months. In determining whether a pro-rata bonus shall be paid to Employee, the Employer may consider factors that include but are not limited to (i) the Employee’s target bonus (percentage of base salary), (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary Company’s financial performance and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive Employee’s achievement of his or her specific performance objectives. At the time of termination, Employer shall determine the Employee’s bonus amount, if any. Notwithstanding the foregoing, any payout of such bonus amount shall be entitled to contingent upon the Company satisfying the financial targets established by the Company’s Board of Directors. Payment of any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive bonus shall be entitled made at the time of the annual bonus payout for all employees. COBRA coverage may be elected to his rights to indemnification continue health, dental, and vision insurance during the Severance Period and beyond. If COBRA coverage is elected, Employee will pay only the employee contribution rate for the health insurance portion of the COBRA coverage during the Severance Period. Dental and vision coverage under Section 5 hereofCOBRA will be billed at the full COBRA rate.

Termination Without Cause. If(a) The Company may terminate the Employee’s employment hereunder at any time, during for any reason, without Cause, effective upon the Employment Perioddate designated by the Company upon written notice to the Employee. (b) In the event of a termination of the Employee’s employment hereunder pursuant to Section 8.4(a) (including following a Change of Control (as defined below)), the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): Employee shall be entitled to receive (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued all unpaid Base Salary up to through the date of termination and all accrued, but unpaid (at the date of termination, prorated Bonus ) benefits and bonuses; (based on the same percentage of accrued ii) severance equal to twelve (12) months Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through (at the date of termination; ), payable in equal monthly installments in accordance with the Company’s payroll practices; (iiiii) to the extent the Board of Director’s approves a bonus to the Company’s executive officers after completion of the calendar year in which the termination occurs, Employee’s annual bonus (or portion thereof as approved by the Board), pro rated for the portion of the year during which the Employee was employed by the Company through the termination date, payable on the dates such bonus would otherwise have been payable to Employee had Employee been employed on the date of declaration of the bonus, (iv) the Company shall continue immediate vesting of the remaining unvested portion of the options previously granted to pay Employee; (v) the Executive his Base Salary, average Bonus (based right to exercise any stock option which is exercisable by Employee on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dhis employment; and (v) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the any other amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing due but not yet paid pursuant from the Company to Employee. Except as set forth above, all Base Salary, benefits and bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to the Employee. Except as specifically set forth in this Section 3(e); and (iv) 8.4, the Executive Company shall be entitled to his rights to indemnification under Section 5 hereofhave no liability or obligation hereunder by reason of such termination.

Termination Without Cause. IfIf the Executive's employment is terminated without Cause other than due to Disability or death, during the Employment Periodor there is a Constructive Termination without Cause, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued The Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationtermination of the Executive's employment; (ii) the Company shall continue to pay the Executive his The Base Salary, average Bonus (based at the annualized rate in effect on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment for thirty-six months following such termination, paid in installments in accordance with the Company under this Section 4(d) occurs regular pay practices of the Companies; provided that at least one year after the Executive's Date option the Companies shall pay him the present value of Hire such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate for short term Treasury obligations as published by the Internal Revenue Service for the month in which such termination occurs). For purposes of this subsection (ii) Base Salary shall include an annual bonus calculated by taking the average of the bonuses of the three years preceding the year of termination; (iii) The balance of any incentive awards earned (but not yet paid); (iv) The right to exercise any stock option in full, whether or not such right is exercisable pursuant to the terms of the grant. (v) Any pension benefit that may become due pursuant to Section 6 above; (vi) Continued accrual of credited service for the purpose of the pension benefit provided under Section 6 for thirty-six months; (vii) Continued participation in all medical, dental, hospitalization and for a period of twenty-four months if life insurance coverage and in other employee benefit plans or programs in which he was participating on the effective date of the termination of his employment until the Executive's employment with the Company under this Section 4(dearlier of: (A) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the The end of such period, the Executive shall obtain employment with another employer period during which he is receiving salary continuation payments (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount in respect of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for which a period of six months following such terminationlump-sum severance payment is made); (iiiB) The date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 8(b), he shall be provided with the after-tax economic equivalent of the benefit provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 8(b), (y) the Executive economic equivalent of any benefit foregone shall be entitled deemed to any amounts owing but not yet paid pursuant to Section 3(e)be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; and (ivviii) Immediate vesting of the Executive shall be entitled Companies contribution to his rights Employee Stock Option Plan (ix) Other or additional benefits in accordance with applicable plans and programs of the Companies to indemnification under Section 5 hereofthe date of termination.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “Continuation Period”), (iii) continue to provide the Executive with the benefits she was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to his the value of the Benefit that otherwise would have accrued Base Salary up for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus subject, however, to the provisions of Section 4.1, and (based y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same percentage of accrued Base Salary terms and conditions hereunder shall not be treated as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of if the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under terminated this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. IfThe Company shall have the right, during upon ninety (90) days’ prior written notice given to the Employment PeriodExecutive, to terminate the Company terminates the Executive’s employment of the Executive hereunder for any reason other than a reason set forth in whatsoever (except for Cause (as defined below) which is covered by Section 4(a3(d), 4(b) or 4(c): (i) concurrent with ). In the event of such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of terminationhave no further obligations hereunder, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts owing to which the Executive otherwise is entitled hereunder prior to the date of her termination without Cause, paid in accordance with Section 3(a) and other applicable payment provisions herein; (ii) receive bonus compensation earned but not yet paid pursuant under Section 3(b) hereof that relates to any fiscal year ended prior to the date of her termination without Cause, paid in accordance with Section 3(e3(b) hereof; (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had she remained in employment through the end of the fiscal year during which the termination without Cause occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, in accordance with the regular payroll policies of the Company in effect from time to time, her Base Salary as established under and paid in accordance with Section 3(a) hereof and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses (or target bonus, if the Executive has not yet received an actual bonus) paid or payable to the Executive under the Bonus Plan during the past two (2) completed fiscal years paid in accordance with Section 3(b) and Section 6(j)(i) hereof (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); (v) receive reimbursement for financial counseling services under Section 5(b) hereof for a period of two (2) years from the date of termination, paid in accordance with Section 5(b) hereof (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), a lump sum cash payment, to be paid within 60 days after the end of the Without Cause Continuation Period, equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(j) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 6(c), the Executive shall not be entitled required to his rights to indemnification under Section 5 hereofmitigate her damages hereunder.

Termination Without Cause. IfThe Company shall have the right to terminate the Term of Employment by written notice not less than thirty (30) days prior to the termination date, during to the Employment PeriodExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a)5.2, 4(b) 5.3 or 4(c): (i) concurrent with such termination5.5, the Company shall (i) pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)termination date unpaid Base Salary, if any, through the date of termination specified in such notice, (ii) and all other benefits which would otherwise be payable hereunder pay to the Executive the accrued but unpaid Incentive Compensation, if any, for a period of twelve months if any Bonus Period ending on or before the effective date of the termination of the Executive's employment with the Company Company, at the time provided in Section 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to one and one-halt (1 ½) times the sum of (x) his Base Salary as of the date of his termination and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits under this Section 4(dSections 4.2 and 4.4 hereof (the "Benefits") occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months three (3) years immediately following the date of his termination in the manner and at such times the benefits would have been provided to the Executive; (v) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the effective date Executive-s employment had contained for an additional three (3) years.. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and compensated pursuant to this Section 4(d5.4, the Company shall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during If Employee's employment by the Employment Period, ------------------------- Company is terminated by the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in without Cause pursuant to Section 4(a2(b)(iii), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to Employee (i) the Executive compensation and other benefits, including unpaid deferred compensation and vacation pay (but excluding the bonus described in Section 2(d)(ii)), expressly provided under this Agreement through the Termination Date and (ii) a lump sum cash payment (the "Severance Payment") equal to the sum of: ----------------- (A) the product of (I) the number set forth in Section 3(d)(ii)(A) of attached Schedule A multiplied by (II) the sum (y) ---------- Employee's annual base salary in effect at the Termination Date and (z) the Highest Annual Bonus (as hereinafter defined); (B) an amount (the "Highest Annual Bonus") equal to his accrued Base Salary up to the date -------------------- greater of termination, prorated (I) the Required Bonus and (based on the same percentage of accrued Base Salary as compared to II) the annual Base Salary multiplied times bonus received by Employee during the average most recent fiscal year of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement PlanCompany, in each case accrued through prorated to reflect the date partial year for which Employee was employed by the Company from and after the most recent anniversary of terminationthe Effective Date; (C) the amount the Company would have been required to contribute on behalf of Employee under its defined contribution plans had Employee remained employed by the Company in the same status after the Termination Date for the duration of the Subject Period; and (D) the full positive balance in Employee's "bonus bank" account maintained by Parent pursuant to the EVA Plan (it being agreed that Employee shall not be required to pay to the Company or Parent any negative balance in such "bonus bank" account), in each case notwithstanding anything to the contrary contained in the EVA Plan. In addition, (i) the Company, at its expense, shall continue to provide Employee with all employee benefit programs (other than welfare benefit programs) and fringe benefits specified in Section 2(d)(iii) for the duration of the Subject Period, or until Employee's death, whichever is the shorter period; (ii) the Company shall continue Company, at its expense (not to pay exceed the Executive his Base Salary, average Bonus (based on the average amount set forth in Section 3(d) of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodattached Schedule A), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus provide Employee with outplacement services; ---------- and other benefits had been continued for a period of six months following such termination); (iii) all stock options, shares of restricted stock and other stock or stock based awards granted by the Executive Company to Employee shall be entitled to become fully vested, notwithstanding the terms and conditions thereof or any amounts owing but not yet paid plans pursuant to Section 3(ewhich such grants or awards were made (the provisions of this paragraph are referred to as the "Other Severance Benefits"); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.. ------------------------

Termination Without Cause. If, during In the Employment Period, event that the Executive’s employment hereunder is terminated by the Company terminates prior to the employment expiration of the Executive hereunder for any reason Term other than a reason set forth for Disability or death or for Cause in accordance with Section 4(a)7(a) hereof, 4(bhe shall, subject to the provisions of Section 7(f) or 4(c):hereof, be entitled to: (i) concurrent with such terminationan amount, payable in a lump sum as soon as practicable following the Company shall pay Termination Date, equal to the Executive product of (x) the sum of his annual Base Salary at the rate in effect as of the Termination Date plus an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive cash bonus earned by him for the three fiscal (3) calendar years prior to the Termination Date (or for all consecutive full calendar years of employment if he was employed by the Company preceding such termination for fewer than three (3) full calendar years), multiplied by (y) the number of employmentwhole months remaining in the Term (but not less than 24) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationdivided by (z) 12; (ii) an annual cash bonus under the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive Plan for the three fiscal years year of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary termination, determined and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs paid at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such periodyear (x) as if the Executive’s employment hereunder had continued, (y) as if “target” performance levels had been attained on all individual performance goals and (z) using actual performance as against corporate goals (i.e., shareholder return and FFO), provided that the amount actually paid shall be prorated based on the number of days during the year of termination on which the Executive was employed by the Company; (iii) with respect to long-term incentive awards granted to the Executive under Section 5 hereof, (A) if the applicable performance period ended on or prior to the Termination Date, any earned but unvested share units shall vest as of the Termination Date, (B) if the applicable performance period did not end on or prior to the Termination Date, the number of share units earned by the Executive shall obtain employment be determined as of such date as if the performance period had ended on such date (with another employer (rates of return accordingly measured over the Executive being obligated to use his or her reasonable best efforts to secure employment during such shortened performance period rather than the originally scheduled three-year performance period), and any units earned shall vest as of such date, without proration, and (C) except to the amounts extent otherwise payable provided in an applicable deferral election of the Executive, any share unit that vests pursuant to this clause (iiiii) shall pay out promptly after vesting; (iv) continued participation, for the Executive and his dependents, through the later of the end of the Original Term and the first anniversary of the Termination Date, in all medical, dental, vision, prescription drug, hospitalization and health insurance coverages and benefits in which they were participating as of the Termination Date, on terms and conditions that are no less favorable to them than those that apply to other participants generally, and with continuation coverage benefits under group health plans as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, commencing following such period, provided, that such entitlements shall be reduced by to the amount extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of compensation earned by a subsequent employer, and provided, further, that to the Executive extent that the Executive, or any of his dependents, is precluded from his continuing full participation in any coverage or her new employment during such period (except that benefit as provided in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base SalarySection 7(b)(iv), average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to the after-tax economic equivalent of any amounts owing but not yet paid pursuant coverage or benefit foregone, for which purpose the economic equivalent shall be deemed to Section 3(e)be the total cost of obtaining such coverage or benefit on an individual basis, with payment of such after tax economic equivalent to be made quarterly in advance, without discount; and (ivv) the Executive shall be entitled to his rights to indemnification under benefits described in Section 5 7(d) hereof.

Termination Without Cause. IfThe Company shall have the right, during upon ninety (90) days prior written notice given to the Employment PeriodExecutive, to terminate the Company terminates the Executive's employment of the Executive hereunder for any reason other than a reason set forth in Section 4(awhatsoever (excluding for Cause (as defined below), 4(b) or 4(c): (i) concurrent with ). In the event of such termination, the Company shall pay have no further obligations hereunder, except that the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) receive bonus compensation earned but not paid under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination without Cause, in accordance with Section 3(b) hereof; (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination without Cause occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, in accordance with the regular payroll policies of the Company in effect from time to time, his Base Salary as established under and in accordance with Section 3(a) hereof and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses paid or payable (with respect to completed Contract Years) to the Executive an amount equal during the Term of Employment in accordance with Section 3(b) hereof, or, if such termination occurs prior to his accrued Base Salary up to the payment of any bonus hereunder, $325,000.00; (v) receive reimbursement for financial counseling services under Section 5(b) hereof for a period of two (2) years from the date of termination, prorated Bonus in accordance with Section 5(b) hereof; and (based vi) participate for a period ending on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal a date two (2) years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through from the date of termination; termination without Cause (ii) the Company shall continue "Without Cause Continuation Period"), to pay the Executive his Base Salaryextent permitted by applicable law and regulations and the applicable benefit plan, average Bonus (based program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on the average terms identical to those applicable to full-term senior officers of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior if and to the end extent the Executive is not permitted to -------- ------- participate in the Company's plans, programs or arrangements as described in the foregoing clause (vi) by reason of the Executive being subject to a six-month delay of payments following termination of employment, as provided in Section 6(l) herein, then the Company shall provide to the Executive, subject to Section 6(l), cash payments, in accordance with the regular payroll policies of the Company in effect from time to time, equal to the sum of (x) the Company's actual cost of providing (absent employee contribution or premium cost) to the Executive healthcare (including for his eligible dependents), life insurance and accidental death and dismemberment benefits during such periodWithout Cause Continuation Period (or other period as expressly provided herein), (y) the maximum qualified defined contribution retirement savings plan match for pre-tax and after-tax contributions allowable by the plan and by applicable laws and regulations for each year during the Without Cause Continuation Period (or other period as expressly provided herein), and (z) the excess of the benefit that would have been received by the Executive had he been credited with additional years of age and service equal to the Without Cause Continuation Period (or other period as expressly provided herein) over the actual benefit to which the ---- Executive is entitled, in each case, under any and all qualified and non-qualified Company defined benefit pension plans and qualified defined contribution retirement savings plans in which the Executive participates as of the date of termination of employment, calculated as of and based upon the Executive's date of termination (such sum, the "409A Replacement Payment"). Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 6(c), the Executive shall obtain employment with another employer (the Executive being obligated not be required to use mitigate his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofdamages hereunder.

Termination Without Cause. If, during In the Employment Period, event GTI terminates this Agreement and the Company terminates the Employee’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):without Cause: (i) concurrent with GTI shall promptly pay or provide to the Employee, to the extent earned prior to the date of such termination: (A) all Salary; (B) the pro rata share of all Bonuses for the fiscal year in which the termination occurred (which payment shall be made based on the assumption that GTI had met the requirement for the payment of the Target Bonus); (C) any Benefits under any plans of GTI in which the Employee is a participant to the full extent of the Employee’s rights under such plans prior to termination, except as noted in Section 12(f)(ii)(B) below; and (D) reimbursement of any appropriate business and/or entertainment expenses incurred by the Employee prior to such termination and properly submitted to GTI. (ii) subject to the GTI’s receipt from the Employee of a general release of employment-related claims, GTI shall also promptly pay to the Employee: (A) a lump sum amount equal to the Employee’s Salary at its then-current rate for a period equal to six (6) months, plus any amount to be paid to the Employee as a cash payout of Salary due to the Employee for that portion of the Employer’s Notice Period that GTI shall elect to pay out pursuant to section 12(e) hereof; provided that following the completion by the Employee of one year employment (i.e., September 1, 2006), the Company amount paid under this section 12(f)(ii)A shall increase to an amount equal to the Employee’s Salary at its then-current rate for a period equal to nine (9) months, plus any amount to be paid to the Employee as a cash payout of Salary due to the Employee for that portion of the Employer’s Notice Period that GTI shall elect to pay out pursuant to section 12(e) hereof; and (B) in the event GTI is unable to continue such benefits pursuant to clause (iii) hereof, GTI shall pay to the Executive an amount equal to his accrued Base Salary up to Employee the date cost of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) continuing all medical and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued dental coverages for a period of six months following (6) months, and shall pay directly to the Employee a cash amount equal to the maximum matching contribution which the Employee would have received pursuant to the terms of GTI’s 401(k) Plan as though he had been permitted to continue making the maximum permissible contributions to such termination);plan for such period. (iii) In addition to the Executive payments described in clause (ii) hereof, GTI shall be entitled continue to provide the Employee and his eligible dependents at GTI’s expense (except to the extent of any amounts owing but not yet paid pursuant premiums customarily charged to Section 3(e); and (ivactive employees) the Executive shall be entitled to his rights to indemnification with all medical, dental, life, disability and other coverages as provided for under Section 5 6(a) hereof during the period determined in accordance with Section 12(f)(ii)(A), provided however, that such benefits shall cease upon the Employee’s receipt of comparable benefits under, or coverage under, any plans provided by a new employer if such coverage commences prior to the period determined in accordance with Section 12(f)(ii)(A) hereof.

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b​ (a) or 4(c):Employer. ​ (i) concurrent with such terminationEmployer may terminate Executive’s employment at any time without Cause. ​ (ii) In the event of a termination under Section 7(a)(i), the Company shall pay to the Executive an amount equal to his will be entitled to: ​ 1. Earned and accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;; ​ 2. A cash amount equal to one (1) year’s Base Salary; and ​ 3. To the extent not already received, a pro-rated STPB as of the termination date; ​ (iiA) If the Company shall continue to pay fiscal year is in progress at the Executive his Base Salarytermination date, average Bonus (the STPB will be calculated and payable based on the average of the annual Bonuses STPB achieved and/or paid to Executive in the Executive two (2) years prior to the termination date, and pro-rated for the three fiscal year in progress. If no such STPB has been achieved in the two (2) years of prior to the Company preceding such termination of employment divided by date, the applicable Employer will pay period (said Base Salary and average bonus being payable the STPB pro-rata to rated for the Executive on fiscal year in progress, provided the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if associated targets have met the effective date quarterly budgeted target levels as of the termination of date. ​ (B) If the Executive's employment applicable fiscal quarter or fiscal year is completed at the termination date, the STPB will be calculated and payable in accordance with Section 4(b). ​ (iii) All payments identified will be made in a lump sum less appropriate withholding and deductions in accordance with the Company under Employer’s normal payroll process or otherwise in accordance with applicable law and the terms of this Agreement. ​ (iv) All payments identified in Section 4(d7(a)(ii)(2) occurs at least one year after the Executive's Date of Hire will be made in cash, less appropriate withholding and for a period of twenty-four months if the effective date deductions, as soon as practicable following sixty (60) days of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provideddate, however, provided that if, prior to the end of during such period, the Executive shall obtain executed and returned a release and waiver agreement in a form acceptable to the Employer and did not exercise any right to revoke such release and waiver agreement. ​ ​ (b) Executive. ​ (i) Executive may voluntarily terminate his employment with another employer and resign at any time provided he gives the Employer sixty (60) days’ prior written notice, which notice period may be waived by the Employer (in which case such resignation will be effective as of the date stipulated in such waiver). In the event of a termination by Executive being obligated to use his or her reasonable best efforts to secure employment during such periodunder this Section 7(b)(i), the amounts otherwise payable pursuant to this clause Employer will pay only the portion of Base Salary or previously awarded bonus unpaid as of the termination date. ​ (ii) Executive may terminate his employment for Good Reason. Upon a termination for Good Reason, the terms of Section 7(a)(i)-(iv) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.apply. ​

Termination Without Cause. IfEmployer may terminate this Agreement without cause at any time. “Without cause” termination shall include, during but not be limited to: (i) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the Employment Period, provisions of Section 1 hereof; (ii) Employer’s notice to Employee that his or her position will be relocated to an office which is greater than 50 miles from Employee’s prior office location; and (iii) Employer’s reduction of Employee’s base salary to less than the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth base salary identified in Section 4(a)) of this Agreement. If Employer terminates this Agreement without cause, 4(bEmployer shall continue to pay Employee the compensation provided for in Section 4(a) or 4(c): of this Agreement for a period of time equal to twelve months. Such pay continuation is contingent upon Employee executing Employer’s standard severance agreement, which incorporates a general release, at the time of termination. In addition, Employee will receive (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued any earned but unpaid Base Salary up to the date of termination, prorated Bonus (based on the same percentage of and accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued Paid Time Off through the date of Employee’s termination; ; (ii) reimbursement of expenses incurred by Employee through the Company date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee’s vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may in its discretion pay (but shall continue not be obligated to pay the Executive his Base Salarypay) Employee, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable a pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; providedbasis, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (iiplan(s) that would be less than the amount the Executive as Employee would have earned if his Base Salary, average Bonus and other benefits Employee had been continued employed for the full calendar year. Notwithstanding the foregoing, any payout of such bonus amount if Employer in its sole discretion decides to pay Employee a period of six months following such terminationbonus (which Employer is not obligated to pay); (iii) the Executive , shall be entitled to contingent upon the Company satisfying the financial targets established by the Company’s Board of Directors. Payment of any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive bonus shall be entitled made at the time of the annual bonus payout for all employees. COBRA coverage may be elected to his rights to indemnification continue health, dental, and vision insurance during the Severance Period and beyond. If COBRA coverage is elected, Employee will pay only the employee contribution rate for the health insurance portion of the COBRA coverage during the Severance Period. Dental and vision coverage under Section 5 hereofCOBRA will be billed at the full COBRA rate.

Termination Without Cause. If, during If the Employment Period, Executive's employment by the Company terminates is terminated by the employment of the Executive hereunder for any reason Company other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such terminationfor Cause, the Company shall pay to or provide the Executive an amount equal to his accrued Base Salary up to with the date of termination, prorated Bonus following: (based on i) the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationAccrued Benefits; (ii) a pro rata portion of the Executive's Annual Bonus for the fiscal year in which the date of termination occurs, based on final, audited actual results for such fiscal year, and pro-rated based on the number of days the Executive was employed during such fiscal year, with any earned amounts to be payable at the same time that any Annual Bonus for such fiscal year would have been paid pursuant to Section 4(a): (iii) subject to the Executive's continued compliance with the obligations in Sections 8, 9 and 10 hereof, the Company shall continue to pay the Executive his the Base SalarySalary at the rate being paid at the termination date, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years earlier of twelve (12) months or until the Company preceding such termination of executive secures other employment divided by the applicable pay period (said equal to or greater than their Base Salary and average bonus being payable pro-rata to at such time (the Executive on the Company's usual payroll dates"Severance Period")) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; , provided, however, that if, prior to in the end of such period, event that Executive obtains other employment which pays the Executive shall obtain employment with another employer (a base salary less than the Executive being obligated to use his or her reasonable best efforts to secure employment during such period)Base Salary on the termination date, then the amounts otherwise payable pursuant to payments under this clause (iiiii) shall be reduced immediately become subject to offset by the amount of compensation earned by the Executive base salary and guaranteed compensation, if any, from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e)employment; and (iv) if the Executive makes a timely election of continued health benefit coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company will continue to pay the employer portion of the associated monthly premiums during the Severance Period, with Executive responsible to pay the associated employee portion of the monthly premium as directed by the Company in order to be covered by COBRA. Effective the first day of the month following the last date of the Company COBRA subsidy period, Executive will become responsible to pay I 00% of the COBRA premium to continue healthcare insurance for the remainder of the applicable COBRA period. Notwithstanding the foregoing, the Company shall not be entitled obligated to his rights provide the continuation coverage contemplated by this Section 7(d)(iv) if it would result in the imposition of excise taxes on the Company for failure to indemnification under Section 5 hereofcomply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 20I 0, as amended, and the Health Care and Education Reconciliation Act of20 I 0, as amended (to the extent applicable).

Termination Without Cause. IfNotwithstanding anything to the contrary herein, during Company reserves the Employment Periodright to terminate Executive’s employment and this Agreement without Cause (defined below). If Company terminates Executive’s employment and this Agreement without Cause, then, solely in exchange for Executive’s execution and delivery of Company’s then standard separation agreement, which includes, among other obligations, a release of claims against Company and related entities and persons (sample release language is attached hereto as Exhibit A (the “Separation Agreement”), which language may be modified, but not materially except to comply with any changes in applicable law, by Company in the future), within the time period specified therein, and upon such agreement becoming effective by its terms, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):following terms shall apply: (i) concurrent with such termination, the Company shall will pay to the Executive an amount equal to his accrued twenty-four (24) months of Executive’s then current Base Salary up to the date of terminationSalary, prorated Bonus less applicable withholdings. This amount will be paid in forty-eight (based 48) substantially equal installments, which shall be treated as separate payments in accordance with paragraph 13 hereof, commencing on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such sixtieth (60th) day following Executive’s termination of employment. These payments will not be eligible for deferrals to Company’s 401(k) and any amounts payable pursuant plan. (ii) Subject to the Supplemental Retirement Planterms of paragraph 4.B, if Executive is terminated between January 1 and March 15, a Bonus payment under the ABP for the calendar year ending prior to Executive’s termination (“Prior Year”) will be paid at the same rate that continuing employees receive their bonus payments, less applicable tax withholdings, but in each case accrued no event to exceed 100% of Executive’s target payout; provided that (i) Company pays a Bonus to eligible employees under Company’s ABP for the Prior Year, (ii) Executive’s Bonus has not already been paid to Executive at the time of termination of Executive’s employment, and (iii) Executive was otherwise eligible for such Bonus payment if Executive had remained employed through the date of termination;payout. This amount will be paid to Executive in a lump sum on the earlier of the date on which other eligible employees are paid bonuses under the ABP for the Prior Year provided the Separation Agreement has become effective by its terms, or the sixtieth (60th) day following Executive’s termination of employment. This payment will not be eligible for deferrals to Company’s 401(k) plan. (iiiii) the Company shall continue to pay the Executive his Base SalaryIn addition, average Bonus (based on the average of the annual Bonuses paid subject to the terms of paragraph 4.B, Executive will receive a Bonus payment under the ABP for the three fiscal years of the Company preceding such year in which Executive’s termination of employment divided by the applicable pay period (said Base Salary occurs payable if and average bonus being payable pro-rata when bonuses are paid to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if employees, prorated through the effective date of the termination of the Executive's employment with the Company under this Section 4(d’s employment, less applicable withholdings. This amount will not be eligible for deferrals to Company’s 401(k) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); andplan. (iv) If Executive elects group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Company will pay the cost of Executive’s medical, dental and vision benefit coverage (“group health coverage”) under COBRA for up to eighteen (18) months, in accordance with COBRA, beginning the first day of the calendar month following Executive’s termination of employment. Executive agrees that Company may impute compensation income to Executive in an amount equal to 102% of the premium cost for such group health coverage if necessary to avoid adverse income tax consequences to Executive resulting from the application of Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”) to Company’s payment of the cost of such group health coverage. (v) Certain of Executive’s outstanding equity-based awards shall be treated in accordance with paragraph 6. Other outstanding awards shall be treated in accordance with the terms and conditions of the applicable plan, award agreement and notice under which such awards were issued. (vi) If Executive’s Separation Agreement fails to become effective and irrevocable prior to the sixtieth (60th) day following Executive’s termination of employment due to Executive’s failure to timely deliver the executed Separation Agreement, Company will have no obligation to make the payments or benefits provided by paragraphs 5.A.(i), (ii), (iii), (iv) and (v) herein, other than to provide Executive with COBRA to the extent required by law. (vii) Executive agrees to assist Company, in connection with any litigation, investigation or other matter involving Executive’s tenure as an employee, officer or director of Company, including, but not limited to, meetings with Company representatives and counsel and giving testimony in any legal proceeding involving Company. No later than ninety (90) days following Company’s receipt of supporting documentation of Executive’s incurrence of such expenses, Company will reimburse Executive for reasonable out-of-pocket expenses incurred in rendering such assistance to Company (including attorney’s fees incurred in accordance with the applicable provisions of Company’s Bylaws and Certificate of Incorporation). Furthermore, Executive agrees not to affirmatively encourage or assist any person or entity in litigation against Company or its affiliates, officers, employees and agents in any manner. This provision does not prohibit Executive’s response to a valid subpoena for documents or testimony or other lawful process or limit Executive’s rights that are not legally waivable; however, Executive agrees to provide Company with prompt notice of said process. (viii) Executive agrees not to make any disparaging or untruthful remarks or statements about Company or its products, services, officers, directors, or employees. Company agrees not to cause its officers or senior executives to make on its behalf any disparaging or untruthful remarks or statements about Executive’s employment with Company to prospective employers of Executive following Executive’s termination from employment. Nothing in this Agreement prevents Executive or Company from making truthful statements when required by law, court order, subpoena, or the like, to a governmental agency or body or in connection with any legal proceeding. (ix) Executive shall not be entitled to his notice and severance under any policy or plan of Company (the payments set forth in this paragraph 5.A. being given in lieu thereof) and Executive waives all participation in and claims under such policies and plans. For the avoidance of doubt, the foregoing sentence shall not have any adverse impact on Executive’s rights to indemnification and D&O coverage. (x) Executive agrees that if Executive breaches any of Executive’s obligations, to the detriment of Company, under Section 5 hereofparagraphs 5.A.(vii) or (viii), 7, 8 or 9 of this Agreement, under the Confidentiality Agreement, or under the Separation Agreement, Company has the right to seek recovery of the full payments made to Executive under subparagraphs 5.A.(i), (ii), (iii), (iv) and (v) above, and to obtain all other remedies provided by law or equity.

Termination Without Cause. Ifor due to a Triggering Event. (a) In the event your employment is terminated by Wendy’s/Arby’s “without cause” (as hereinafter defined) or by you due to a “Triggering Event” (as hereinafter defined): (i)Wendy’s/Arby’s shall, during commencing on the Employment Perioddate of such termination of employment, pay to you an amount (the Company terminates “First Year Payment”) equal to the employment sum of (I) your annual base rate of salary in effect as of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(beffective date of such termination and (II) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up your annual cash bonus, if any, for the year prior to the date of terminationyear in which your employment is terminated, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable prosemi-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder monthly installments for a period of twelve (12) months; 1 (ii) Wendy’s/Arby’s shall, commencing twelve (12) months if after the effective date of the such termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date your employment, pay to you an amount equal to your annual base rate of Hire and for a period salary in effect as of twenty-four months if the effective date of such termination, payable in semi-monthly installments for an additional period of twelve (12) months (the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire“Second Year Payment Period”); provided, however, that if, if you have secured employment or are providing consulting services prior to or during the end Second Year Payment Period, such semi-monthly payments required to be made to you by Arby’s during the Second Year Payment Period will be offset by compensation you earn from any such employment or services during the Second Year Payment Period (iii)Wendy’s/Arby’s shall, at the same time bonuses are paid to its executives, pay to you a lump sum amount equal to the annual bonus which would be payable to you based on actual performance multiplied by a fraction, the numerator of which is the number of days from January 1 of the year in which your employment terminated through the date of such periodtermination and the denominator of which is 365 (the “Pro Rata Bonus”); (iv)at your election you will be entitled to continue your coverage under all health and medical insurance policies maintained by Wendy’s/Arby's for eighteen (18) months following the termination of your employment, in fulfillment of Wendy’s/Arby’s obligations to you under Section 4980B of the Code or under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Executive cost of such coverage to be paid by you; and (v)Wendy’s/ Arby’s shall obtain pay you a lump sum cash payment of $25,000, provided such amount shall increase by 10% on the second anniversary of the Effective Date, provided you are still employed on such date; and (vi)you will automatically become vested in that number of outstanding unvested stock options granted to you by Wendy’s/Arby’s, if any, in which you would have been vested if you had remained employed by Wendy’s/Arby’s through the date which is the earlier of (x) the second anniversary of the Effective Date or (y) the last day of the Second Year Payment Period and any stock options that would have remained unvested as of such date shall be automatically forfeited as of the date of your termination, and each vested stock option must be exercised within the earlier of (I) one (1) year following your termination or (II) the date on which such stock option expires (including upon expiration of the options in a going private transaction). 2 (b) A termination by Wendy’s/Arby’s “without cause” shall mean the termination of your employment with another employer by Wendy’s/Arby’s for any reason other than those reasons set forth in clauses (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise i)-(ix) of paragraph 4 of this letter agreement. (c) The payment of any monies and provision of any benefits payable pursuant to this clause paragraph 2 are conditioned upon and subject to your execution of a release in substantially the form set forth in Exhibit 1 hereto which has become effective and nonrevocable in accordance with its terms (the “Release”). You acknowledge that the signed Release is required to be provided to Wendy’s/Arby’s not later than fifty-two (52) days following your termination of employment. The payments under 2(a)(v) will be made five (5) business days after the Release has become effective and nonrevocable. In addition, you and Wendy’s/Arby’s expressly agree that any payments, benefits or right to which you may be entitled to under this letter agreement shall be in addition to any payments which you are entitled to under that certain Restated Employment Agreement dated as of September 9, 2008, as amended on December 17, 2008 (the “Prior Agreement”) between you and Wendy’s International, Inc., which Prior Agreement shall remain in full force and effect in accordance with its terms. (d) For purposes of this letter agreement, “Triggering Event” shall mean: (i) a material reduction in your responsibilities as Senior Vice President and Chief Communications Officer of Wendy’s/Arby’s; (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except a requirement that in no event shall you report to any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less person other than the amount President and Chief Executive Officer of Wendy’s/Arby’s or the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period Board of six months following such terminationDirectors of Wendy’s/Arby’s (the “Board”); ; (iii) a reduction in your then current base salary (as described in the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(eTerm Sheet) or target bonus percentage (as described in the Term Sheet); and or (iv) without your consent, relocation to a work situs not in the Executive Columbus, Ohio greater metropolitan area or the Atlanta, Georgia greater metropolitan area (following your move there during 2009); provided that a Triggering Event shall only be entitled deemed to his rights have occurred if, no later than thirty (30) days following the time you learn of the circumstances constituting a Triggering Event, you provide a written notice to indemnification under Section 5 hereof.Wendy’s/Arby’s containing reasonable details of such circumstances and within sixty (60) days following the delivery of such notice to Wendy’s/Arby’s, Wendy’s/Arby’s has failed to cure such circumstances. Additionally, you must terminate your employment within six (6) months of the initial occurrence of the circumstances constituting a Triggering Event for such termination to be a Triggering Event. 3

Termination Without Cause. If, during the Employment Period, If the Company terminates the shall terminate Employee's employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a)pursuant to Sections 3.1 or 3.2 hereof or if Employee shall terminate his employment for Good Reason, 4(b) or 4(c): (i) concurrent with such termination, then the Company shall pay to Employee as severance pay in a lump sum in cash not later than the Executive tenth (10th) day following the Date of Termination, the following amounts: 4.3-1 Employee's full base salary through the Date of Termination at the rate in effect at the time of Notice of Termination is given; 4.3-2 In lieu of any further salary or bonus payments to Employee for periods subsequent to the Date of Termination, an amount equal to his accrued Base Salary up to the date product of termination, prorated Bonus (based on a) the same percentage sum of accrued Base Salary as compared to (i) the annual Base Salary multiplied times the average highest of the annual Bonuses paid to the Executive for Employee's base salary in effect at any time from the three fiscal years prior to, through and including, the Date of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; Termination plus (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average highest of the annual Bonuses aggregate bonuses paid to Employee during any fiscal year all or a part of which was included in the Executive for foregoing three year period plus (iii) the highest of the aggregate contributions made by Employer on Employee's behalf in respect of Employee's participation in Employer's 401(k) plan or plans during any fiscal year all or a part of which was included in the foregoing three fiscal years year period multiplied by (b) the number three (3); 4.3-3 In lieu of shares of common stock of the Company preceding such termination ("Company Shares") issuable upon exercise of employment divided by the applicable pay period options (said Base Salary and average bonus being payable pro-rata "Options"), if any, granted to the Executive on Employee under the Company's usual payroll datesstock option plans (which Options shall be canceled upon the making of the payment referred to below), Employee shall receive an amount in cash equal to the aggregate spread between the exercise prices of all Options held by Employee whether or not then fully exercisable, and the highest price per Company Share actually paid (including the fair market value of any securities into which or for which a Company Share was converted or exchangeable) in connection with any change in control of the Company (such price being hereinafter referred to as "Termination Price") and the Company shall, if requested by Employee, purchase all other benefits Debentures (herein so called) theretofore purchased by Employee under the Company's convertible debenture plans, regardless of whether such Debentures are then convertible, in cash in an amount equal to the aggregate spread between the conversion price of the Debentures held by Employee and the Termination Price times the number of Company Shares into which would otherwise the Debentures are convertible (assuming such Debentures were fully vested); provided that, notwithstanding the foregoing, in the event of a change in control of the Company Employee shall have the right to require the Company to make the payment in respect of such Options in the amount, and purchase such Debentures for the purchase price, described in this Section 4.3-3 notwithstanding Employee's continuing employment with the Company, which right shall be exercisable commencing immediately prior to the change in control of the Company and shall terminate 190 days following the change in control of the Company, and any such payment and purchase price shall be payable hereunder no later than the tenth (10th) day following (i) the change in control of the Company or (ii) the date on which Employee delivers notice of his exercise of such right, whichever comes later, together with, if and to the extent triggered by the exercise of such right, an amount set forth in Section 4.3-6; and 4.3-4 All relocation and indemnity payments as set forth in Section 3.3-4 hereof, and all legal fees and expenses incurred by Employee as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). 4.3-5 An amount equal to the estimated cost to Employee and Employee's beneficiaries of obtaining medical, dental, life and disability insurance coverage comparable to that provided by the Company to Employee and Employee's beneficiaries immediately prior to the Date of Termination for a period of twelve (12) consecutive months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of HireTermination; provided, however, that if, prior this subsection 4.3-5 is in addition to the end and not in lieu of such period, the Executive shall obtain employment with another employer any continuation (the Executive being obligated to use his COBRA) rights or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced conversion rights under any plan provided by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant Company to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus Employee and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e)Employee's beneficiaries; and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofand 4.

Termination Without Cause. If, during In the Employment Period, event the Company terminates Executive’s employment without “Cause” (as defined below), then Executive shall receive payment for any earned but unpaid Base Salary and any accrued but unused vacation through and including the employment date of termination, less applicable withholding and deductions. In addition, provided that Executive executes a general release of claims in favor of the Executive hereunder for any reason other than Company, in a reason set forth in Section 4(aform to be provided by the Company, which may require reasonable transition assistance, non-disparagement and confidentiality (the “Release”), 4(b) or 4(c): (i) concurrent with and allows such terminationRelease to become effective, then the Company shall pay to the Executive (i) an amount equal to his accrued Executive’s then current Base Salary up to for (x) a period of six months, if termination without Cause occurs on or before the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination first year anniversary of employment; or (y) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date a period of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such nine months if termination without Cause occurs after one year of employment divided by (such applicable period is referred to as the “Severance Period”), less applicable pay withholdings, payable in equal installments over, as applicable, the six-month period (said Base Salary and average bonus being payable proor nine-rata to the Executive month period on the Company's usual ’s regular payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if dates beginning with the first such date following the effective date of the termination Release; (ii) an amount equal to the pro-rated portion of bonus Executive was eligible to receive at the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date time of the termination without Cause (if any), payable in a lump sum on the date such bonuses are normally paid to other executives at the Company, but in no event later than March 15 of the Executive's employment with year following the year for which the bonus is paid and less applicable withholdings; and (iii) the Company under this Section 4(d) occurs at least five years after shall pay the premiums of Executive's Date of Hire’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, during the Severance Period; provided, however, that if, (a) Executive and his eligible dependents timely elect COBRA continuation coverage; (b) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the end termination without Cause; and (c) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of such periodExecutive. To receive the payments under (i), (ii), and (iii) above, Executive’s termination must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within sixty (60) days of Executive’s termination. Such payments shall not be paid prior to the sixtieth (60th) day following Executive’s termination, rather, subject to the aforementioned conditions, on the sixtieth (60th) day following Executive’s termination, the Company will pay Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except payments in a lump sum that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salaryreceived on or prior to such date under the original schedule, average Bonus and with the balance of such payments being paid as originally scheduled. Vesting of any unvested stock options and/or other benefits had been continued for a period equity securities shall cease on the date of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfEmployer may terminate this Agreement without cause at any time. "Without cause" termination shall include, during but not be limited to: (i) Employer's notice to Employee of its intent not to renew this Agreement in accordance with the Employment Period, provisions of Section 1 hereof; (ii) Employer's notice to Employee that his or her position will be relocated to an office which is greater than 50 miles from Employee's prior office location; and (iii) Employer's reduction of Employee's base salary to less than the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth base salary identified in Section 4(a)) of this Agreement. If Employer terminates this Agreement without cause, 4(bEmployer shall continue to pay Employee the compensation provided for in Section 4(a) or 4(c): of this Agreement for a period of time equal to twelve months. Such pay continuation is contingent upon Employee executing Employer's standard severance agreement, which incorporates a general release, at the time of termination. In addition, Employee will receive (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued any earned but unpaid Base Salary up to the date of termination, prorated Bonus (based on the same percentage of and accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued Paid Time Off through the date of Employee's termination; ; (ii) reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee's vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a pro-rata basis, the amount of such plan(s) as Employee would have earned if Employee had been employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to the nearest whole month) divided by 12 months. In determining whether a pro-rata bonus shall be paid to Employee, the Employer may consider factors that include but are not limited to (i) the Employee's target bonus (percentage of base salary), (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) financial performance and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive Employee's achievement of his or her specific performance objectives. At the time of termination, Employer shall determine the Employee's bonus amount, if any. Notwithstanding the foregoing, any payout of such bonus amount shall be entitled to contingent upon the Company satisfying the financial targets established by the Company's Board of Directors. Payment of any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive bonus shall be entitled made at the time of the annual bonus payout for all employees. COBRA coverage may be elected to his rights to indemnification continue health, dental, and vision insurance during the Severance Period and beyond. If COBRA coverage is elected, Employee will pay only the employee contribution rate for the health insurance portion of the COBRA coverage during the Severance Period. Dental and vision coverage under Section 5 hereofCOBRA will be billed at the full COBRA rate.

Termination Without Cause. IfNotwithstanding anything to the contrary herein, during Company reserves the Employment Periodright to terminate Executive’s employment and this Agreement without Cause (defined below). If Company terminates Executive’s employment and this Agreement without Cause, then, solely in exchange for Executive’s execution and delivery of Company’s then standard separation agreement, which includes, among other obligations, a release of claims against Company and related entities and persons (sample release language is attached hereto as Exhibit A (the “Separation Agreement”), which language may be modified, but not materially except to comply with any changes in applicable law, by Company in the future), within the time period specified therein, and upon such agreement becoming effective by its terms, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):following terms shall apply: (i) concurrent with such termination, the Company shall will pay to the Executive an amount equal to his accrued eighteen (18) months of Executive’s then current Base Salary up Salary, less applicable withholdings. This amount will be paid in thirty-six (36) substantially equal semi-monthly installments, which shall be treated as separate payments in accordance with paragraph 12 hereof, commencing on the first regularly scheduled payroll date after the sixtieth (60th) day following Executive’s termination of employment. These payments will not be eligible for deferrals to Company’s 401(k) plan. (ii) Subject to the date terms of terminationparagraph 4.B, prorated if Executive is terminated between January 1 and March 15, Executive will be entitled to a Bonus payment under the ABP for the calendar year ending prior to Executive’s termination (“Prior Year”) equal to the amount that would have otherwise been payable to Executive based on the same percentage actual attainment of accrued Base Salary as compared performance goals for such year, less applicable tax withholdings, but in no event to exceed 100% of Executive’s target payout; provided that (i) Company pays a Bonus to eligible employees under Company’s ABP for the annual Base Salary multiplied times the average of the annual Bonuses Prior Year, (ii) Executive’s Bonus has not already been paid to Executive at the Executive for the three fiscal years time of the Company preceding such termination of Executive’s employment, and (iii) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued Executive was otherwise eligible for such Bonus payment if Executive had remained employed through the date of termination;payout. This amount will be paid to Executive in a lump sum on the earlier of the date on which other eligible employees are paid bonuses under the ABP for the Prior Year provided the Separation Agreement has become effective by its terms, or the sixtieth (60th) day following Executive’s termination of employment. This payment will not be eligible for deferrals to Company’s 401(k) plan. (iiiii) the Company shall continue to pay the Executive his Base SalaryIn addition, average Bonus (based on the average of the annual Bonuses paid subject to the terms of paragraph 4.B, Executive will receive a Bonus payment under the ABP for the three fiscal years of the Company preceding such year in which Executive’s termination of employment divided by the applicable pay period (said Base Salary occurs payable if and average bonus being payable pro-rata when ABP bonuses are paid to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if employees, prorated through the effective date of the termination of the Executive's employment with the Company under this Section 4(d’s employment, less applicable withholdings. This amount will not be eligible for deferrals to Company’s 401(k) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); andplan. (iv) If Executive elects group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Company will pay the cost of Executive’s medical, dental and vision benefit coverage (“group health coverage”) under COBRA for up to eighteen (18) months, in accordance with COBRA, beginning the first day of the calendar month following Executive’s termination of employment. Executive agrees that Company may impute compensation income to Executive in an amount equal to 102% of the premium cost for such group health coverage if necessary to avoid adverse income tax consequences to Executive resulting from the application of Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”) to Company’s payment of the cost of such group health coverage. (v) If Executive’s Separation Agreement fails to become effective and irrevocable prior to the sixtieth (60th) day following Executive’s termination of employment due to Executive’s failure to timely deliver the executed Separation Agreement, Company will have no obligation to make the payments or benefits provided by paragraphs 5.A.(i), (ii), (iii) and (iv) herein, other than to provide Executive with COBRA to the extent required by law. (vi) Executive agrees to reasonably assist Company, in connection with any litigation, investigation or other matter involving Executive’s tenure as an employee, officer or director of Company, including, but not limited to, meetings with Company representatives and counsel and giving testimony in any legal proceeding involving Company. No later than ninety (90) days following Company’s receipt of supporting documentation of Executive’s incurrence of such expenses, Company will reimburse Executive for reasonable out-of-pocket expenses incurred in rendering such assistance to Company (including attorney’s fees incurred in accordance with the applicable provisions of Company’s Bylaws and Certificate of Incorporation). Furthermore, Executive agrees not to affirmatively encourage or assist any person or entity in litigation against Company or its affiliates, officers, employees and agents in any manner. This provision does not prohibit Executive’s response to a valid subpoena for documents or testimony or other lawful process or limit Executive’s rights that are not legally waivable; however, Executive agrees to provide Company with prompt notice of said process. (vii) Executive agrees not to make any disparaging or untruthful remarks or statements about Company or its products, services, officers, directors, or employees. Company agrees not to cause its officers or senior executives to make on its behalf any disparaging or untruthful remarks or statements about Executive’s employment with Company to prospective employers of Executive following Executive’s termination from employment. Nothing in this Agreement prevents Executive or Company from making truthful statements when required by law, court order, subpoena, or the like, to a governmental agency or body or in connection with any legal proceeding. (viii) Executive shall not be entitled to his notice or severance under any policy or plan of Company (the payments set forth in this paragraph 5.A. being given in lieu thereof) and Executive waives all participation in and claims under such policies and plans. For the avoidance of doubt, the foregoing sentence shall not have any adverse impact on Executive’s rights to indemnification and D&O coverage. (ix) Executive agrees that if Executive breaches any of Executive’s obligations, to the detriment of Company, under Section 5 hereofparagraphs 5.A.(vi), 5.A.(vii), 6, 7, or 8 of this Agreement, under the Confidentiality Agreement, or under the Separation Agreement, Company has the right to stop making any future payments otherwise payable under subparagraphs 5.A.(i), (ii), (iii) and (iv) above, to seek recovery of the full payments made to Executive under these subparagraphs, and to obtain all other remedies provided by law or equity.

Termination Without Cause. If, during The Company shall have the right to -------------------------- terminate the Term of Employment Period, the Company terminates the employment of by written notice to the Executive hereunder for not less than thirty (30) days prior to the termination date. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3 or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder termination date unpaid Base Salary, if any, through the date of termination specified in such notice, (ii)pay to the Executive the accrued but unpaid Incentive Compensation, if any, for a period of twelve months if any Bonus Period ending on or before the effective date of the termination of the Executive's employment with the Company Company, at the time provided in Section 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) times the sum of (x) his Base Salary and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits under this Section 4(dSections 4.2 and 4.4 hereof (the "BENEFITS") occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months three (3) years immediately following the date of his termination in the manner and at such times as the Benefits otherwise would have been provided to the Executive; (v) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the effective date Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and compensated pursuant to this Section 4(d5.4, the Company shall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfEmployer shall have the right, during the Employment Periodexercisable upon written notice, the Company terminates the to terminate Employee’s employment of the Executive hereunder under this Agreement for any reason other than a reason set forth in Section 4(aSections 7(a), 4(b(c) or 4(c): and (d), above, at any time during the Term. If Employee is so terminated by Employer pursuant to this Section 7(e) during the Term, Employer shall pay Employee two weeks of Base Salary for each full year of service to a maximum of eight (8) weeks of the Base Salary. Should Employee, at Employee’s sole and exclusive option, provide Employer, no later than two (2) weeks prior to the end of the salary continuation benefits specified in the preceding sentence, with Employer’s then standard form of separation, waiver and release agreement of all claims against Employer, then Employer agrees to (i) concurrent with such termination, extend the Company period during which Employer shall pay to Employee the Executive an amount equal Base Salary, and (ii) reimburse Employee for the cost of the same medical, dental, long-term disability and life insurance pursuant to his accrued Base Salary up Section 6(a) to which Employee was entitled hereunder as of the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that ifin the case of such medical and dental insurance, that Employee makes a timely election for, and continues to qualify for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, in each case (i.e., the Base Salary and insurance), until the expiration of twelve months from the date of termination. Employer shall make such payments in accordance with its regular payroll schedule. In addition, if Employee is so terminated by Employer pursuant to this Section 7(e) during the Term and prior to the end Restricted Stock Vesting Date, then vesting of such periodthe Restricted Stock shall be accelerated as follows: (i) if the date of termination is on or after November 15, 2011, but before November 15, 2012, the Executive Restricted Stock shall obtain employment be 33 1/3% vested if the Stock Performance Condition would have been met if determined on such termination date (rather than the Restricted Stock Vesting Date) replacing “three (3) times the Reference Price” with another employer “one and two-thirds (1 2/3) times the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), Reference Price” in the amounts otherwise payable pursuant to this clause definition of “Stock Performance Condition”; and (ii) if the date of termination is on or after November 15, 2012, but before the Restricted Stock Vesting Date, the Restricted Stock shall be reduced by 66 2/3% vested if the amount of compensation earned by Stock Performance Condition would have been met if determined on such termination date (rather than the Executive from his or her new employment during such period Restricted Stock Vesting Date) replacing “three (except that in no event shall any such reduction result 3) times the Reference Price” with “two and one-third (2 1/3) times the Reference Price” in the Executive receiving an amount pursuant definition of “Stock Performance Condition.” 3. All references to this clause (ii) that would be less than “Employer” in the amount Employment Agreement to the Executive would have earned if his Base Salaryextent relating to Employer’s common stock, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) Compensation Committee, the Executive Board, the CEO or the Plan, shall be entitled deemed to any amounts owing be referring to ChromaDex Corporation, a Delaware corporation. 4. Capitalized terms used but not yet paid pursuant defined in this Amendment shall have the meanings given in the Employment Agreement. 5. This Amendment along with the Employment Agreement constitute the sole and entire agreements of the parties relating to Section 3(e); and (iv) the Executive subject matter contained therein. To the extent there is any inconsistency between this Amendment and the Employment Agreement, the provisions of this Amendment shall be entitled to his rights to indemnification under Section 5 hereofcontrolling.

Termination Without Cause. If, during In the event that the Company discharges the Executive without cause prior to the expiration of the Employment Period, the Company terminates Executive's post-discharge compensation and benefits will be as follows, subject to the employment Executive's execution of the Executive hereunder for any reason other than a reason release as set forth in Section 4(a), 4(bParagraph 7 below: (a) The Executive will be placed on inactive or 4(c): "RA" status beginning on the day following her last day of active work and ending on the earliest of (i) concurrent with such terminationthe date the Employment Period was scheduled to expire, (ii) the Company shall pay to day the Executive begins employment for a person or entity other than the Company, or (iii) the day the Executive fails to observe any provision of this Agreement, including her obligations under Paragraphs 8 and 9 (the "RA Period), during which time she will be paid the salary provided in subparagraph 2(a) on the same schedule as if she still were an active employee (less the customary deductions), subject to any required delay described in subparagraph (c) below; (b) The Executive will be paid an amount equal to his accrued Base Salary up two-thirds of the targeted incentive provided in Paragraph 2(b) for the year in which she ceases active employment and for each succeeding year (or, on a pro rata basis, portion of a year) during the RA Period, payable on March 31 following the end of the year to which such targeted incentive relates if the date of termination, prorated Bonus (based Executive is still on RA status on the same percentage of accrued Base Salary as compared to scheduled payment date or, in the annual Base Salary multiplied times the average case of the annual Bonuses year during which RA status terminates, if the Executive is still on RA status on the last day of the RA Period, subject to any required delay described in subparagraph (c) below; (c) Notwithstanding the provisions of subparagraphs (a) and (b) above, if the Executive is a "specified employee" under section 409A of the Internal Revenue Code of 1986, as amended ("Code"), no payment of deferred compensation within the meaning of Code section 409A will be paid to the Executive on account of her termination of employment for 6 months following the three fiscal years day she ceases active work, and any such payments due during such 6-month period will be held and paid on the first business day following completion of such 6-month period, along with interest calculated at the 6-month Treasury rate in effect at the beginning of the RA Period; (d) Any unvested stock options, restricted stock or performance shares held by the Executive on her last day of active work that would have vested by the scheduled expiration of the Employment Period had the Executive not been discharged will vest on her last day of active work subject to the payment by the Executive of all applicable taxes. Any vested stock option will remain exercisable after the Executive ceases active work in accordance with the terms of the applicable award relating to post-termination exercise. Any stock options, performance shares or restricted stock not already vested on the Executive's last day of active work or vested on such last day in accordance with this subparagraph (d) will be forfeited on the Executive's last day of active work. (e) The Executive's active participation in the Company's 401(k) Plan, ESOP and SERP will end on her last day of active work, and she will earn no vesting service and no additional benefits under those plans after that date. For purposes of receiving a distribution of her vested account balance under the 401(k) plan or ESOP, the Executive will be considered to have severed from service with the Company on her last day of active work. (f) The Executive will remain covered by the Company medical plan during the RA Period under the same terms and conditions as an active employee. At the end of the RA Period the Executive will be entitled to continuation coverage for herself and her eligible dependents under the plan's COBRA provisions at her own expense. The Executive's participation in all other welfare benefit and fringe benefit plans of the Company preceding will end on the day she ceases active work, subject to any conversion rights generally available to former employees under the terms of such termination of employment) and any plans. Any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Paragraph 6 shall be reduced by the amount of compensation earned by the Executive Executive's earnings from his or her new other employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) which the Executive shall be entitled have an affirmative duty to any amounts owing but not yet paid pursuant to Section 3(e)seek; and (iv) provided, however, that the Executive shall not be entitled obligated to his rights accept a new position which is not reasonable comparable to indemnification under Section 5 hereofher employment with the Company).

Termination Without Cause. If, during Following a Change in Control or Potential Change in Control. In the Employment Period, event that: (x) the Executive's employment hereunder is terminated (A) through a Constructive Termination without Cause or (B) by the Company terminates without Cause and (y) the termination of employment occurs within two years following a Change in Control then the Executive shall be entitled to: (I) Base Salary through the second anniversary of the Executive hereunder for any reason other than a reason set forth Termination Date, payable as provided in Section 4(a4; (II) a Pro-Rata annual incentive award for the fiscal year in which her employment terminates based on the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity), 4(b) or 4(c):payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (iIII) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued twice the Executive's annual bonus opportunity for the year of termination (excluding any overachievement bonus opportunity) payable in equal installments over the 24-month period for which Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationis continued; (iiIV) the Company shall continue continued right to pay exercise the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder Special Stock Option for a period of twelve two years from the Termination Date (provided, however, that no options may be exercised after their expiration date), such Special Stock Option to become fully vested and exercisable as of the Termination Date; (V) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a minimum period of 3 months from the Termination Date (provided, however, that no options may be exercised after their expiration date), all such options to become fully vested and exercisable as of the Termination Date; (VI) the immediate vesting of all shares of restricted stock, including the Special Restricted Stock, as of the Termination Date; (VII) an amount equal to the Company's contributions to which the Executive would have been entitled under the Company's Retirement Savings Plan (or any successor thereto) if the effective date Executive had continued working for the Company and the Retirement Savings Plan continued in force during the Separation Period at the highest annual rate of the termination of Base Salary achieved during the Executive's period of actual employment with the Company, and making the maximum amount of employee contributions, if any, as are required under such plan; (VIII) an amount equal to the excess of (A) the present value of the benefits to which the Executive would be entitled under the Company's pension plan and Company's supplemental retirement plan (and any successor thereto) if the Executive had continued working for the Company for a period of 24 months following the Termination Date at the highest annual rate of Base Salary achieved during the Executive's period of actual employment with the Company, and the pension plan continued in force during the Separation Period, over (B) the present value of the benefits to which the Executive is actually entitled under this Section 4(d) occurs at least one year after the Company's pension plan and supplemental retirement plan, each computed as of the date of the Executive's Date of Hire Termination, with present values to be determined using the discount rate used by the Pension Benefits Guaranty Corporation to calculate the benefit liabilities under the pension plan in the event of a plan termination on the Date of Termination, compounded monthly, the mortality tables prescribed in the Company's Pension Plan for determining actuarial equivalence, and the reduction factor (if any) for a period the early commencement of twenty-four months if pension payments based on the effective date Executive's age on the last day of the termination 24th month following the Termination Date; (IX) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan and deferred compensation plans; (X) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which she or her family members were participating on such date, on terms and conditions that are no less favorable to her than those that applied on such date and with COBRA benefits commencing thereafter, provided that the Company's obligation under this Section 8(F)(X) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and (XI) the benefits described in Section 8(H)(I). For purposes of this Section 8(F), if preceded by a Potential Change in Control, any of the following events (if such event occurs within two years following such Potential Change in Control) shall be deemed to be a Termination of Executive's Employment without Cause following a Change in Control: 1) the Executive's employment is terminated without Cause and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control; 2) the Executive's employment is terminated through a Constructive Termination Without Cause and the circumstances or events which constitute the basis for Executive's claim of Constructive Termination occur at the request or direction of, or pursuant to negotiations with, such Person, or 3) the Executive's employment is terminated without Cause and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. The Company agrees that the Executive is not required to seek other employment or to attempt in any way to reduce amounts payable to Executive under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period8(F), and the amounts otherwise payable to pursuant to this clause (iiSection 8(F) shall not be reduced by the amount of compensation any amounts earned by the Executive from his or her new employment during such period (payable to Executive, except that as provided in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationSection 8(F)(X); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If(i) The Company may, during the Employment Periodat any time, terminate this Agreement without Cause on written notice to Executive. For purposes hereof, the Company terminates termination of this Agreement by Executive at his initiative following the employment date on which he learns of the occurrence of any of the following events shall constitute termination without Cause: (A) a reduction in Executive's then current Base Salary, which reduction is not the result of across-the-board Company action reducing current Base Salary; (B) the removal of Executive hereunder as Executive Vice President - Business Development of the Company; (C) a material diminution in Executive's duties or the assignment to Executive of duties that materially impair his ability to perform the duties normally assigned to a person of his title and position at a corporation of the size and nature of the Company; and (D) any change in Executive's obligation to report to the Chief Executive Officer of the Company. (ii) If Executive's employment is terminated without Cause (for any reason other than a reason set forth termination following Change of Control as defined in Section 4(a6(d) hereof), 4(b) or 4(c):, (iA) concurrent with such termination, the Company shall pay to the Executive as liquidated damages an amount equal to his accrued one (1) year of Executive's Base Salary up to and a pro-rata portion of any bonus earned by Executive (and not yet paid) provided that any targets or other requirements set by the date Board of termination, prorated Bonus Directors in connection with the grant of such bonus have been met on a pro-rata basis; (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of B) the Company preceding such termination shall pay to Executive any other amount (including any portion of employmentBase Salary) and any amounts payable pursuant earned, accrued or owing to the Supplemental Retirement Plan, in each case accrued Executive through the date of terminationtermination but not yet paid; (iiC) the Company vested stock options shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive remain exercisable for the three fiscal years remainder of the Company preceding their terms and granted but unvested options which would vest by their terms within 12 months of any such termination without Cause shall automatically vest and shall remain exercisable for the remainder of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e)their terms; and (ivD) to the extent permitted by law, the Company shall deem Executive to be an executive of the Company for six (6) months after any such termination for purposes solely of any health plans. Amounts payable hereunder shall be entitled to his rights to indemnification paid in a maximum of twelve (12) equal monthly installments or, at the option of the Company, in a lump sum. Such payments shall commence within thirty (30) days of any such termination under this Section 5 hereof6(b).

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2 or 5.3), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employmenti) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Executive's Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if (the effective date of "Continuation Period") which is 180 days following the termination of the Executive's employment with the Company Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (ii) continue to calculate the Incentive Compensation and continue to provide the Executive with the benefits he was receiving under this Sections 4.2, 4.4 and 4.6 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, (iii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the end of the Continuation Period calculated in accordance with Section 4(d3.3(g) occurs at least one year after hereof, and (iv) pay to the Executive a lump sum payment equal to the greater of (x) the sum of the Executive's Date Base Salary plus the Incentive Compensation for the preceding fiscal year or (y) the sum of Hire and one-half of the Executive's Base Salary for a any remaining portion of the Initial Term plus the Incentive Compensation for the preceding fiscal year, such amounts to be paid to the Executive within fifteen (15) days of the end of the Continuation Period. Upon any termination pursuant to this Section 5.4, the Executive shall remit to the Company that pro rata portion of his Base Salary for any remaining period of twenty-four months if the effective date fiscal quarter for which the Executive received his Base Salary in advance pursuant to Section 3.2. In the event that the Company is unable to provide the Executive with any Benefits under any plans maintained by the Company by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(d) occurs at least five years after shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's Date benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of Hire; providedthe year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, all of the Stock Options granted to the Executive pursuant to Section 4.5 which are vested at the time of the termination of the Executive's employment pursuant to this Section 5.4 may be exercised until the earlier of (x) the three-month period immediately following the date of such termination of employment and (y) the expiration of the term specified in the Stock Option. Any unvested portion of the restricted stock granted to the Executive pursuant to Sections 3.1, 3.3(c), 3.3(d) and 3.3(e) shall immediately vest. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during The Company shall have the right to terminate the Term of Employment Period, the Company terminates the employment of at any time by written notice to the Executive hereunder for any reason other not less than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with 30 days prior to the effective date of such termination. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3 [or] 5.5 [or 5.6], the Company shall (i) pay to the Executive an amount any unpaid Base Salary through the date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of the Term of Employment, (iii) continue to pay the Executive's Base Salary for a period (the “ Continuation Period”) of three months following the termination of the Executive’s employment with the Company, in the manner and at such times as the Base Salary otherwise would have been payable to the Executive, (iv) continue to pay the Executive Incentive Compensation and continue to provide the Executive with benefits that are comparable, in the aggregate, to the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”), through the end of the Continuation Period in the manner and at such times as the Incentive Compensation and Benefits otherwise would have been payable or provided to the Executive; (v) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2; and (vi) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period, and the Benefits shall not be in less, in the aggregate, than the Benefits provided to the Executive during the calendar year in which the Term of Employment terminates. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Term of Employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued Base Salary up for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made monthly throughout the Continuation Period. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. Upon any termination effected and compensated pursuant to this Section 5.4, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; providedsubject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount and payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof].

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of the Executive hereunder for any reason other than a reason set forth in Section 4(aSections 5.1, 5.2, 5.3, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up through the effective date of termination specified in such notice, (ii) subject to the second last sentence of this Section 5.4, continue to pay the Executive's Base Salary through the Expiration Date, in the manner and at such time as the Base Salary would otherwise have been payable to the Executive, (iii) pay to the Executive the Incentive Compensation, if any, not yet paid to the Executive for any year prior to such termination, at such time as the Incentive Compensation would otherwise have been payable to the Executive, (iv) pay to the Executive (within 45 days after such termination) a pro rata portion of the Incentive Compensation, if any, for the year in which such termination occurs, as calculated pursuant to the terms of Section 3.3 (including the provisos set forth in clauses (i)-(iii) of such Section); provided that, for purposes of such calculation, (x) EBT shall be calculated for the portion of the year through the end of the month prior to the month in which such termination occurs and based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board or the Committee, as applicable, and (y) in determining the maximum Incentive Compensation for such year, Base Salary shall be the amount of Base Salary actually paid to the Executive during the year of termination other than pursuant to Section 5.4(ii), and (v) pay to the Executive, within 45 days after the termination date, any Deferred Compensation earned in prior years during the Term, whether or not vested, and a pro rata portion of the Deferred Compensation for the current year, if any. Whether any Deferred Compensation is due for the current year shall be determined pursuant to Section 3.5(i)-(iii) after multiplying each of Net Revenues and EBT for the year through the month prior to the month in which termination occurs by a fraction, the numerator of which is 12 and the denominator of which is the number of months in the year through the month in which termination occurs, and using the product of each in performing the calculations under Sections 3.5(i)-(iii). If Deferred Compensation is due, the amount due shall be calculated by multiplying .50 by the amount of Base Salary paid to the Executive for the year other than pursuant to Section 5.4(ii). The Company shall have no further liability hereunder (other than for (i) reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared subject, however, to the annual Base Salary multiplied times provisions of Section 4.1, and (ii) payment of compensation for unused vacation days that have accumulated during the average calendar year in which such termination occurs). Notwithstanding the foregoing, if the Executive shall find other employment prior to the Expiration Date, then the Executive shall notify the Company in writing of the annual Bonuses paid date and terms of such employment and the Company shall be entitled to reduce the amount payable to the Executive pursuant to Section (ii) during the period from the commencement of such other employment until the Expiration Date (the "Other Employment Period") by the compensation payable to the Executive for services rendered in connection with such other employment during the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, Other Employment Period. Nothing contained in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive 5.4 or elsewhere herein shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by relieve the Executive from his or her new employment during such period (except that in no event any obligation to comply with any of the provisions of Section 6 hereof, which shall any such reduction result in remain binding on the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofExecutive.

Termination Without Cause. IfThe Company may, during with or without reason, ------------------------- terminate the Period of Employment Periodand Employee's employment hereunder without Cause at any time, the Company terminates the employment by providing Employee written notice of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, . In the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date event of the termination of the ExecutivePeriod of Employment and Employee's employment with hereunder due to a termination by the Company without Cause (other than due to Employee's death or Permanent Disability), then Employee shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Employee's employment equal to the sum of (A) any accrued but unpaid Base Salary as of the date of Employee's termination of employment hereunder, (B) the Earned/Unpaid Annual Bonus, if any, (C) the target annual incentive compensation, if any, that Employee would have been entitled to receive pursuant to Section 3(b) in respect of the fiscal year in which termination of Employee's employment occurs and (D) an amount equal to the product of (x) the Employee's then current Base Salary times (y) the ----- greater of (I) three (3) and (II) the number of years (including fractions thereof) remaining in the Period of Employment as of the date of Employee's termination of employment (determined without regard to Employee's termination of employment and without regard to any further extensions pursuant to Section 2). (ii) such Employee Benefits, if any, as to which Employee may be entitled under this Section 4(dthe employee benefit plans and arrangements of the Company; and (iii) occurs continued participation in the Company's group health insurance plans at least one year after the ExecutiveCompany's Date expense until the earlier of Hire and for a period (A) the expiration of twenty-four months if the three (3) years from the effective date of termination or (B) Employee's eligibility for participation in the termination group health plan of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hirea subsequent employer or entity for which Employee provides consulting services; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts amount otherwise payable to Employee pursuant to this clause (iiSection 7(b)(i)(D) shall be reduced by the amount of compensation earned any cash severance or termination benefits paid to Employee under any other severance plan, severance program or severance arrangement of the Company and its affiliates (but not reduced by any other payment to Employee whatsoever, including (without limitation) any payment by the Executive from his Company or her new employment during such period (except that any affiliate of the Company in no event shall consideration of stock or any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salaryother property, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid whether pursuant to Section 3(e5 of this Agreement or otherwise); and . Notwithstanding any other provision of this Agreement, following such termination of Employee's employment due to termination by the Company without Cause, except as set forth in this Section 7(b) and the Company's obligations under Section 5, and except for Employee's rights (ivif any) under the Executive plans, arrangements and programs referenced in Sections 3(b), 3(c) and 4, Employee shall be entitled to his have no further rights to indemnification any compensation or other benefits under Section 5 hereofthis Agreement.

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of terminationSalary, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the same percentage of Base Salary as the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)employment) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hirefollowing such termination; providedPROVIDED, howeverHOWEVER, that if, prior to the end of such twelve-month period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period)employer, the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) all of the Executive's options to purchase Common Stock shall be immediately 100% exercisable; (iv) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (ivv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during (i) If the Employment Period, the Company terminates the Executive’s employment of the Executive hereunder is terminated by Intervoice for any reason other than a reason set forth in Section 4(a)death, 4(b) Inability to Perform, or 4(c): (i) concurrent with such terminationCause, the Company shall Intervoice will continue to pay to the Executive an amount equal to his accrued Executive, at the time and in the manner provided in Paragraph 7(e)(ii), the Executive’s Base Salary up to for 12 months from the date of terminationEmployment Termination Date if, prorated Bonus (based on within 45 days after the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to Employment Termination Date, the Executive for the three fiscal years of the Company preceding such termination of employment) has signed a general release agreement in a form acceptable to Intervoice and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salarydoes not thereafter revoke such an agreement, average Bonus (based on the average of the annual Bonuses paid if permitted by law to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hiredo so; provided, however, that ifIntervoice’s obligation under this Paragraph 7(e) is limited as follows: (A) If, prior to in the end reasonable judgment of such periodIntervoice, the Executive engages in any conduct that violates Paragraph 8 or engages in any of the Restricted Activities described in Paragraph 9, Intervoice’s obligation to make payments to the Executive under this Paragraph 7(e), if any such obligation remains, shall obtain end as of the date Intervoice so notifies the Executive in writing; and (B) if the Executive is arrested or indicted for any felony, other criminal offense punishable by imprisonment or jail term of one year or more, or any violation of federal or state securities laws, or has any civil enforcement action brought against the Executive by any regulatory agency, for actions or omissions related to the Executive’s employment with another employer (Intervoice or any of its Affiliates, or if Intervoice reasonably believes that the Executive being obligated has committed any act or omission that would have entitled Intervoice to use his terminate the Executive’s employment for Cause, whether such act or her reasonable best efforts omission was committed during the Executive’s employment with Intervoice or any of its Affiliates or thereafter, Intervoice may suspend any payments remaining under this Paragraph 7(e) until the final resolution of such criminal or civil proceedings or until such earlier date on which the Board has made a final determination as to secure employment during whether the Executive committed such period)an act or omission. If the Executive is found guilty or enters into a plea agreement, consent decree, or similar arrangement with respect to any such criminal or civil proceedings, or if the amounts otherwise payable pursuant Board determines that the Executive has committed such an act or omission, (1) Intervoice’s obligation to provide the payments set out in this clause (iiParagraph 7(e) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period immediately end, and (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii2) the Executive shall be entitled repay to Intervoice any amounts owing but not yet paid to the Executive pursuant to Section 3(ethis Paragraph 7(e) within 30 days after a written request to do so by Intervoice. If any such criminal or civil proceedings do not result in a finding of guilt or the entry of a plea agreement or consent decree or similar arrangement, or the Board determines that the Executive has not committed such an act or omission, Intervoice shall pay to the Executive any payments that it has suspended, with interest on such suspended payments at its cost of funds, and shall make any remaining payments due under this Paragraph 7(e); and. (ivii) the Executive The Base Salary payments provided for under this Paragraph 7(e) shall be entitled paid at the time and in the manner such Base Salary would have been paid had there been no termination of employment unless such payments may not be begun before the date that is six months after the date of the Executive’s separation from service (or, if earlier, the date of death of the Executive) as provided in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) in order to his rights to indemnification meet the requirements of Section 409A of the Code, as determined by Intervoice in its sole judgment, in which case the sum of the payments that otherwise would have been made during such six-month period shall be paid in a single lump-sum payment as soon as administratively practicable following the date that is six months after the date of the Executive’s separation from service (or, if earlier, the date of death of the Executive) and any remaining payments provided for under Section 5 hereofthis Paragraph 7(e) shall be paid at the time and in the manner such Base Salary would have been paid had there been no termination of employment.

Termination Without Cause. IfNotwithstanding any other provision contained herein, during the Employment Period, the Company terminates the may terminate this agreement and Employee’s employment of the Executive hereunder for any reason other than a reason set forth without Cause and in Section 4(a), 4(bCompany’s sole and absolute discretion by giving Employee fourteen (14) or 4(c): (i) concurrent with such terminationdays prior notice thereof. Upon termination without Cause, the Company shall be liable for payment of the Accrued Obligations through and including the effective date of termination. In addition, (A) Company shall pay Employee (i) a lump sum equal to the Executive one times Employee’s Base Salary as then in effect, and (ii) an amount equal to his accrued Base Salary up one times the amount of the Annual Bonus (as defined below) actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, prorated based on the number of days actually worked in the fiscal year in which the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, multiplied by a fraction, the numerator of which is equal to the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such year), in each case payable on Company’s first regular pay date that is on or after the 60th day following the effective date of termination; (B) for the period beginning on the effective date of termination and ending on the date that is 18 months after the effective date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive Company shall reimburse Employee for the three fiscal years of the Company preceding such termination of employment) and any amounts payable premiums that Employee pays pursuant to the Supplemental Retirement Plan, Consolidated Omnibus Budget Reconciliation Act of 1985 and/or sections 601 through 608 of COBRA to continue coverage in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) ’s health insurance program for active employees in which Employee and all other benefits which would otherwise be payable hereunder for a period of twelve months if Employee’s dependents participated immediately prior to the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire termination, including major medical, dental, and for vision, but excluding any self-funded group health plans (each such premium being a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire“COBRA Premium”); provided, however, that ifin order to receive a COBRA Premium reimbursement, prior Employee must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the end COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 2716 of the Public Health Service Act and the related regulations and guidance promulgated thereunder (collectively, including any successor statute, the “PHSA”). Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such periodevidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the Executive shall obtain employment with another employer (COBRA Premium reimbursement for any period in which Employee is eligible to participate in a group medical plan sponsored by any other employer. Employee agrees and understands that the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this clause (ii) Section 3.2, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall remain in full force and effect. Collectively, the payments made under this Section shall be reduced by referred to as the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof“Without Cause Separation Package.”

Termination Without Cause. IfSubject to Section 5.8, during the Employment Period, at any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Executive's Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period (the "Continuation Period") through the date on which the Term of twelve Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months if from notice of termination hereunder, (iii) continue to provide the effective date Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(d) occurs at least one year after shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's Date of Hire and benefit under the plan, for a the period of twenty-four months if during which such Benefits could not be provided under the effective date plans. The Company's good faith determination of the termination amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive's employment with . For this purpose, the Company under this Section 4(d) occurs at least five years after may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive's Date of Hire; provided, however, that if, prior to the end of such period. Further, the Executive shall obtain continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment with another employer (hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder to the Executive being obligated other than for (i) reimbursement for reasonable business expenses incurred prior to use his or her reasonable best efforts the date of termination, subject however, to secure employment the provisions of Section 4.1, (ii) payment of compensation for unused vacation days that have accumulated during the calendar year in which such period)termination occurs, and (iii) those continuing obligations of the Company set forth in Article 19 and Article 20. For all purposes hereunder, the amounts otherwise payable failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b​ (a) or 4(c):Employer. ​ (i) concurrent with such terminationEmployer may terminate Executive’s employment at any time without Cause. ​ (ii) In the event of a termination under Section 7(a)(i), the Company shall pay to the Executive an amount equal to his will be entitled to: ​ 1. Earned and accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;; ​ 2. A cash amount equal to one (1) year’s Base Salary; and ​ 3. To the extent not already received, a pro-rated STPB as of the termination date as follows: ​ (iiA) If the Company shall continue to pay fiscal year is in progress at the Executive his Base Salarytermination date, average Bonus (the STPB will be calculated and payable based on the average of the annual Bonuses STPB achieved and/or paid to Executive in the Executive two (2) years prior to the termination date, and pro-rated for the three fiscal year in progress. If no such STPB has been achieved in the two (2) years of prior to the Company preceding such termination of employment divided by date, the applicable Employer will pay period (said Base Salary and average bonus being payable the STPB pro-rata to rated for the Executive on fiscal year in progress, provided the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if associated targets have met the effective date quarterly budgeted target levels as of the termination of date; or, (B) If the Executive's employment applicable fiscal quarter or fiscal year is completed at the termination date, the STPB will be calculated and payable in accordance with Section 4(b). ​ ​ (iii) All payments identified will be made in a lump sum less appropriate withholding and deductions in accordance with the Company under Employer’s normal payroll process or otherwise in accordance with applicable law and the terms of this Agreement. ​ (iv) Payment identified in Section 4(d7(a)(ii)(2) occurs at least one year after the Executive's Date of Hire will be made in cash, less appropriate withholding and for a period of twenty-four months if the effective date deductions, as soon as practicable following sixty (60) days of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provideddate, however, provided that if, prior to the end of during such period, the Executive shall obtain executed and returned a release and waiver agreement in a form acceptable to the Board and did not exercise any right to revoke such release and waiver agreement. ​ (b) Executive. ​ (i) Executive may voluntarily terminate his employment with another employer and resign at any time provided he gives JEGI and the Employer sixty (60) days’ prior written notice, which notice period may be waived by JEGI and the Employer (in which case such resignation will be effective as of the date stipulated in such waiver). In the event of a termination by Executive being obligated to use his or her reasonable best efforts to secure employment during such periodunder this Section 7(b)(i), the amounts otherwise payable pursuant to this clause Employer will pay only the portion of Base Salary or previously awarded bonus unpaid as of the termination date. ​ (ii) Executive may terminate his employment for Good Reason. Upon a termination for Good Reason, the terms of Section 7(a)(i)-(iv) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.apply. ​

Termination Without Cause. If, during the Employment Period, If Employee’s employment (x) is terminated by the Company terminates the employment of the Executive hereunder for any reason other than a (A) for Cause, or (B) by reason set forth in Section 4(a), 4(b) of his death or 4(c):Disability: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued continued payment of Employee’s Annual Base Salary up to as in effect on the date of terminationthe termination of Employee’s employment, prorated Bonus (based less applicable withholding, in accordance with the Company’s normal payroll procedures, ending on the same percentage earlier of: (A) twelve (12) months following the termination of accrued Employee’s employment, and (B) the date Employee has secured employment with another organization with remuneration (the “Replacement Salary”) in an amount not less than Employee’s Annual Base Salary described above; provided that after such date as compared to Employee has secured employment with remuneration less than Employee’s Annual Base Salary, Employee shall receive only the annual Base Salary multiplied times difference between the average of payments contemplated by this section and the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationReplacement Salary; (ii) the Company shall continue to pay the Executive his Base Salaryif Employee timely elects COBRA coverage, average Bonus (based on the average reimbursement of the annual Bonuses paid to the Executive for the three fiscal years portion of the Company preceding such premium for COBRA coverage that exceeds the active employee rate under the Company-provided group health plan for Employee and his dependents for a period starting on Employee’s termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive ending on the Company's usual payroll dates)earlier of: (A) and all other benefits which would otherwise be payable hereunder for a period of twelve (12) months if the effective date of following the termination of Employee’s employment, and (B) the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of HireEmployee has secured health benefits through another organization’s benefits program; provided, however, that if, prior Employee shall not be entitled to reimbursement of such portion of the premium for COBRA coverage if such reimbursement is then impermissible under applicable law or would result in a penalty or additional tax upon Employee or the Company (aside from standard taxes applicable to the end payment of wages). Notwithstanding anything to the contrary herein, no payments shall be due under this Section 4(b)(i) unless and until Employee shall have executed and not revoked, within thirty (30) days after Employee’s termination date (or such other longer period as required by applicable law’), a separation agreement and general release and waiver of claims against the Company (other than (a) the payments and benefits contemplated by Section 4(a)(b) Employee’s right to receive COBRA continuation coverage in accordance with applicable law, and (c) any rights to indemnification Employee has or may have as an officer or director of the Company or as an insured under any directors and officers liability insurance policy) in a form customarily used by the Company, and the execution and non-revocation of such period, the Executive general release and waiver shall obtain employment with another employer (the Executive being obligated be a condition to use his Employee’s rights under this Section 4(b) or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by if Employee breaches any restrictive covenants (including, without limitation, the amount confidentiality, noncompetition, non-solicitation and non-hire covenants set forth in Sections 6 and 7 of this Agreement) applicable to Employee pursuant to any written agreement that contains restrictive covenants applicable to Employee for the benefit of any Company Entity. If the cash severance hereunder is considered deferred compensation earned by subject to Section 409A of the Executive from his or her new employment during such Code and the period (except that in no event shall any such reduction result to consider and revoke the general release and waiver of claims spans two calendar years, the payments will begin in the Executive receiving an amount pursuant to this clause (ii) second calendar year provided the release becomes effective. Any severance payments that would have been made during the release consideration and revocation period will be less than accumulated and paid on the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereoffirst installment payment date.

Termination Without Cause. IfIn the event that the Executive's ------------------------- employment under this Agreement is terminated in a Termination Without Cause, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):he shall be entitled to: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date prompt payment of termination, prorated a Pro Rata Annual Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, year in each case accrued through the date of terminationwhich his employment terminates; (ii) a prompt lump-sum payment equal to (A) the Company shall continue to pay the Executive sum of his (x) --- Base Salary, average Bonus (based at the annualized rate in effect on the average of Termination Date, plus (y) ---- the annual Bonuses paid to the Executive bonus award he earned for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end year of termination times (B) the lesser of (x) 1095 and (y) the number of days in the period that ----- ------ begins on the Termination Date and ends on December 31, 2004 (but in no event less than 730), divided by (C) 365; provided that, in connection with such period------- -- -------- ---- payment, if the Company and Holdings execute a waiver and release of claims against the Executive, then the Executive shall obtain employment with another employer (execute a waiver and release of claims against the Executive being obligated to use his Company, Holdings or her reasonable best efforts to secure employment during such period)any of their officers, the amounts otherwise payable pursuant to this clause (ii) shall be reduced directors, representatives, agents or Affiliates, in each case as reasonably agreed by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to Parties and excluding claims under this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus Agreement and other benefits had been continued for a period of six months following such termination)contractual claims as appropriate; (iii) any Stock Option that becomes exercisable solely with the Executive passage of time, without satisfaction of any performance criterion other than continued service, shall be entitled become exercisable as of the Termination Date to the extent provided in the agreement granting such Option, but at least to the extent that it was then scheduled to become exercisable within six months following such date if the Executive's employment hereunder had continued; (iv) any amounts owing Stock Option (x) that is, or becomes, exercisable as of the Termination Date shall remain exercisable as provided in the agreement granting such Option, but not yet paid pursuant to Section 3(e)at least through the second anniversary of such date and (y) that becomes exercisable in connection with a Liquidity Event that occurs within one year following the Termination Date shall remain exercisable as provided in the agreement granting such Option, but at least through the second anniversary of the occurrence of such Liquidity Event; and (ivv) continued participation, through the Executive second anniversary of the Termination Date, in all medical, dental, vision, hospitalization and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on the Termination Date, on terms and conditions that are no less favorable than those that applied on such date, provided that the Executive's entitlements under this -------- Section 9(d)(v) shall be entitled expire to his rights to indemnification the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under Section 5 hereofthe plans, programs or arrangements of a subsequent employer.

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder Should EMPLOYER terminate this Agreement for any reason reasons other than a reason set forth those specified in Sections 3, 4, 5, or 7 herein, SCHU▇▇▇ ▇▇▇ll be entitled to use of an automobile or automobile allowance, full automobile insurance coverage, and health insurance coverage under any health insurance policies maintained by EMPLOYER for its other senior executives, all of which shall be provided pursuant to the terms of Section 4(a)2 (a) (v) herein and shall continue to be provided without interruption for one year following the effective date of termination pursuant to this Section 6. Upon termination pursuant to this Section 6, 4(b) or 4(c): EMPLOYER shall additionally pay to SCHU▇▇▇ ▇ ▇ump sum payment, to be paid on the effective date of termination pursuant to this Section 6, which shall consist of: (i) concurrent with such terminationthe full annual Base Salary, the Company shall pay to the Executive (ii) an amount equal to his the annual Bonus compensation earned by SCHU▇▇▇ ▇▇ the end of the prior year, and (iii) the cash value of all vacation, holiday and sick days which have accrued Base Salary up to the date of terminationtermination and which would have accrued for one year following termination pursuant to this Section 6. (The sum of all amounts and benefits to be provided by EMPLOYER to SCHU▇▇▇ ▇▇▇suant to this Section 6 is collectively referred to herein as the "Termination Payment".) If, prorated Bonus (based on after the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average end of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if year following the effective date of termination pursuant to this Section 6, it is determined that the termination of annual Bonus compensation which would have been earned by SCHU▇▇▇ ▇▇▇ such year if the Executive's employment with the Company SCHU▇▇▇ ▇▇▇ continued to be employed under this Section 4(dAgreement would have exceeded the Bonus actually paid, EMPLOYER shall pay SCHU▇▇▇ ▇ ▇ump sum payment equal to the difference between the Bonus amount previously paid to SCHU▇▇▇ ▇▇▇ the Bonus amount that would have been earned by SCHU▇▇▇. ▇uch amount shall be paid on the earlier of ten (10) occurs at least one year days after the Executive's Date issuance of Hire EMPLOYER'S annual certified financial report or one hundred and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dtwenty (120) occurs at least five years days after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being fiscal year. SCHU▇▇▇ ▇▇▇ll not be obligated to use his or her reasonable best efforts to secure employment during such period), reimburse EMPLOYER if the amounts otherwise payable pursuant to this clause (ii) shall be reduced Bonus amount paid by EMPLOYER upon termination exceeds the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) Bonus that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofearned.

Termination Without Cause. If, during If the Board of Directors terminates this Employment Period, the Company terminates the employment Agreement except where based upon one or more of the Executive hereunder for any reason other than a reason causes set forth in Section 4(a)subparagraphs (a) through (e) above, 4(b) or 4(c): if there is any material reduction of the responsibilities of the Employee without the Employee's express written consent, then the Employer shall pay and the Employee shall be entitled to (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his immediate payment of all salary and bonuses accrued Base Salary up but unpaid to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) ; and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average immediate payment of the annual Bonuses paid unpaid amount of base salary payable to the Executive for Employee during the three fiscal years remaining portion of the Company preceding such termination term of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of HireAgreement; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant this payment be equal to this clause (ii) that would be less than twelve (12) months' salary; and (iii) the amount immediate payment of all future bonus salary when earned and otherwise payable to the Executive would have earned Employee if his Base Salarythe termination or reduction of the responsibilities had not occurred; and (iv) Option 1 and Option 2 as provided in paragraph 3(c) above, average Bonus shall continue to be exercisable until their respective dates, including the right to receive loan proceeds to exercise any option; provided, however, that stock Option 1 shall be deemed immediately vested in full; and other (v) all health and life insurance premiums for the Employee required to maintain the same or comparable benefits had been continued coverage shall be promptly paid when due by the Employer for a period of six months following such one (1) year from the date of termination); (iii) . In any event, the Executive shall involuntary termination or reduction of responsibilities of Employee's employment under this Agreement may only be entitled to any amounts owing but not yet paid made pursuant to Section 3(e); and (iv) the Executive lawful action of the Bank's Board of Directors. If the stockholders' equity of Newb▇▇▇▇ ▇▇▇ls below 3% of total consolidated assets, the amount of all future salary, stock and bonuses payable to the Employee will be immediately placed by Newb▇▇▇▇ ▇▇ an escrow account with an escrow agent and under such terms and conditions as are reasonably satisfactory to the Employee and Newb▇▇▇▇ ▇▇▇ the future benefit, as earned, of the Employee. Newb▇▇▇▇ ▇▇▇ll provide the Employee with updated quarterly financial statements within 45 days after the end of each calendar quarter and within 90 days after the end of each fiscal year of Newb▇▇▇▇ ▇▇▇ promptly provide Employee with a copy of all audited and/or reviewed financial statements. Failure by Newb▇▇▇▇ ▇▇ comply with any of the foregoing provisions shall be entitled to his rights to indemnification under Section 5 hereofconstitute a material breach by the Employer of this Agreement. The Bank will directly pay all legal costs incurred by the Employee in connection with the negotiation, review and execution of this Agreement.

Termination Without Cause. (i) If, during prior to the Employment Periodexpiration of the Term, the Company terminates the Employee's employment of the Executive hereunder for any reason other than Disability or Cause (such termination being hereinafter referred to as a reason set forth in Section 4(a"Termination without Cause"), 4(bthe Employee shall be entitled to (A) payment of his Salary accrued up to and including the date of the Termination without Cause, (B) payment of any Annual Incentive that is earned and payable with regard to a prior year but unpaid as of the date of termination or 4(c): resignation, (iC) concurrent with such terminationpayment of any unreimbursed expenses and (D) severance, subject to the Employee's execution and delivery to the Company shall pay of a standard release of employment related claims against the Company, of (1) a lump sum payment in cash equal to the Executive sum of (W) the product of his Salary, at the rate in effect on the date of the Termination without Cause, multiplied by 1.5, plus (X) an amount equal to his accrued Base Salary up the portion of the medical, dental and vision benefits that the Company would have paid on behalf of the Employee and the number of dependants with respect to which the Employee was receiving benefits under these plans as of the date of terminationthe Termination without Cause had the Employee continued to participate in the benefit plans of the Company for a period of 18 months immediately following the date of the Good Reason Resignation, plus (Y) the unpaid portion of the target amount of the Annual Incentive applicable to the plan year in which the Termination without Cause occurs, prorated Bonus to reflect the number of days the Employee served as an employee of the Company during the plan year on which the Termination without Cause occurs, plus (Z) the greater of (a) four hundred thousand dollars ($400,000) or (b) the unpaid portion of the Retention Performance Award earned as of the date of the Employee's termination determined based on the same percentage of accrued Base Salary as compared to Company's financial performance through the annual Base Salary multiplied times the average last day of the month immediately preceding Employee's termination (with any annual Bonuses paid performance goals under the Retention Performance Bonus Plan to the Executive be prorated as applicable for the three fiscal years purposes of the Company preceding such termination calculation), and (2) outplacement assistance for a maximum of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, 12 months in each case accrued through the date a maximum aggregate amount of termination;$20,000. (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the The effective date of a Termination without Cause shall be the date specified in a written notice of termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofEmployee.

Termination Without Cause. IfThe Company may, during the Employment Periodwith or without reason, terminate Employee's employment under this Agreement without "cause" at any time, by providing Employee thirty (30) days prior written notice of such termination. If Employee's employment is terminated pursuant to this Section 8(b), Employee shall not be obligated to render services to the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if following the effective date of such notice (the "Notice Date") except such services as are requested by the Company pursuant to Section 11 ("Transition Period Services"), and as its sole exclusive obligation and duty to Employee resulting directly or indirectly from the termination of the ExecutiveEmployee's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date and in full and complete settlement of Hire any and for a period of twenty-four months if the effective date all claims that Employee may have or claim to have arising directly or indirectly out of the termination of the Executive's her employment with the Company, the Company under this shall, subject to Section 4(d12 ("Non Competition") occurs at least five years after pay Employee, as severance pay, an amount (the Executive"Severance Amount") equal to the product of multiplying the then current semi-monthly base salary by thirty-six (36) semi-monthly periods (the "Severance Period"). The Severance Amount shall be payable by the Company to Employee in an amount equal to the Base Salary payable in twelve (12) equally monthly installments commencing on the Notice Date. The Company shall also pay to the Employee a portion of any discretionary bonus (the "Bonus Portion"), as determined by the Company's Date Board of Hire; providedDirectors, howeverreferred to in Section 3(a) ("Compensation—Base Salary"), that, but for the termination of Employee's employment, would have been paid to Employee for or with respect to the calendar year in which Employee's employment is terminated. The Bonus Portion shall consist of that if, prior to percentage of the said discretionary bonus determined by dividing the number of full or partial calendar months during the calendar year in which Employee's employment is terminated that Employee was in the employ of the Company by twelve (12). Until the end of such periodthe Severance Period or until Employee is gainfully employed by another employer, which ever time period is less, the Executive Company shall obtain employment allow Employee to continue participation in the Company s group health insurance plan at the Company's expense. In accordance with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period)all applicable laws, the amounts otherwise payable pursuant to this clause (ii) Employee shall be reduced by extended all COBRA rights and benefits at the amount end of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofSeverance Period.

Termination Without Cause. IfAt any time the Company shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 that is not a termination under any of Sections 5.1, during the Employment Period5.2, 5.3 or 5.5, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(bshall: (a) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid b) pay to the Executive the accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dCompany, (c) if such termination occurs at least one year after during the first two years of the Initial Terms, continue to pay the Executive's Date of Hire and Base Salary for a period of twenty-four nine (9) months if the effective date of following the termination of the Executive's employment with the Company under this Section 4(d) Company, or if such termination occurs at least five after the first two years after of the Initial Term, continue to pay the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued Salary for a period of six (6) months following the termination of the Executive's employment with the Company, in the manner and at such termination); time as the Base Salary otherwise would have been payable to the Executive, and (iiid) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.5 hereof, for the same salary continuation period described above following the termination of the Executive's employment with the Company, in the manner and at such times as the compensation or benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with a continuation of any savings, pension, profit-sharing or deferred compensation plans required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such benefits could not be provided under the plans, said cash payments to be made within forty-five (45) days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any benefits that would have accrued under any plan shall be entitled binding and conclusive on the Executive. The Company shall have no further liability hereunder other than for: (i) reimbursement for reasonable business expenses incurred prior to any amounts owing but not yet paid pursuant the date of termination, subject, however, to the provisions of Section 3(e); and 4.1, and (ivii) payment of compensation for unused vacation days that have accumulated during the Executive shall be entitled to his rights to indemnification under Section 5 hereofcalendar year in which such termination occurs.

Termination Without Cause. IfThe Company may, during at its option, terminate the Employment Period, the Company terminates the Executive’s employment of under this Agreement upon written notice to the Executive hereunder for any a reason other than a reason set forth in Section 4(a), 4(b) or 4(c):). If the Company terminates the Executive’s employment for any such reason, all obligations of the Company hereunder shall cease immediately, except that the Executive shall be entitled to: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus payments and benefits specified in Sections 4(b)(i) through 4(b)(iii) (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationinclusive); (ii) payment equal to the Executive’s Base Salary at the Executive’s then current rate for the remainder of the Initial Term, less required and authorized withholding and deductions, payable in installments in accordance with the Company’s normal payroll practices or in a lump sum, as determined by the Company shall continue in its discretion; (iii) payment equal to pay one (1) times the average Annual Bonus earned by the Executive his Base Salaryduring the three prior fiscal years, average Bonus (based on or if the Executive was not employed by the Company for at least three fiscal years, the average of the annual Bonuses paid to Annual Bonus earned by the Executive for during the three fiscal years Employment Period, less required and authorized deductions, payable at the time that other senior executives of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata are paid their Annual Bonuses with respect to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if two fiscal years commencing after the effective date of the Executive’s termination of employment or in a lump sum, as determined by the Company in its discretion; and (iv) continuation of the Executive's employment ’s participation in the Company’s group health and life insurance plans for one (1) year (with the Company under this Section 4(dExecutive continuing to pay the employee’s share of applicable premiums). Notwithstanding Sections 4(d)(ii), (iii) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodiv), the amounts otherwise payable pursuant to this clause the Executive under Sections 4(d)(ii) and (iiiii) shall be reduced by the amount of salary, bonus or other compensation earned that the Executive receives from a subsequent employer, and the benefit continuation required under Section 4(d)(iv) shall be discontinued upon receipt by the Executive of substantially similar benefits from his a subsequent employer, as determined by the Board in good faith, during the period in which such amounts are payable or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant benefits are required to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salarycontinued under Sections 4(d)(ii), average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the or (iv), as applicable. The Executive shall be entitled use reasonable efforts to any amounts owing but not yet paid pursuant to Section 3(eseek other employment for this purpose. Further, notwithstanding Sections 4(d)(ii); and , (iii) and (iv), the Company’s obligation to pay the amounts under Sections 4(d)(ii) the Executive shall be entitled and (iii) and to his rights to indemnification continue certain benefits under Section 5 4(d)(iv) shall cease immediately upon the Executive’s breach of any provision of Section 6, 7 or 8 hereof.

Termination Without Cause. IfThe Company may terminate this Agreement without Cause (as defined below in section 6) at any time and upon such termination the Executive’s employment will terminate. Except as provided in this subsection, during the Employment Period, if the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a)this Agreement without Cause, 4(b) or 4(c):then (i) concurrent with such termination, the Company shall (A) SKS will pay to the Executive as severance in a lump sum an amount equal to his accrued the sum of (1) the Executive’s Base Salary up for twenty-four months at the rate in effect at the time of termination and (2) the Executive’s target bonus potential amount for the fiscal year during which the termination of this Agreement occurs (and no other bonus will be payable) (such sum, the “Severance Payment”), and (B) each unvested restricted stock award (and not performance share awards) will immediately vest in an amount equal to the date product of termination, prorated Bonus (based on the same percentage number of accrued Base Salary as compared shares subject to the annual Base Salary award multiplied times by a fraction the average numerator of which is the annual Bonuses paid to number of days elapsed during the Executive three-year vesting period for the three fiscal years of the Company preceding such termination of employment) award to and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if including the effective date of the termination of the Executive's ’s employment with and the Company under this Section 4(d) occurs at least one denominator of which is 1,095, and each unvested Cash Payment will immediately vest in an amount equal to the product of the Cash Payment multiplied by a fraction the numerator of which is the number of days elapsed during the one-year after the Executive's Date of Hire Cash Payment vesting period to and for a period of twenty-four months if including the effective date of the termination of the Executive's ’s employment with and the denominator of which is 365, and all awards of restricted stock that do not vest, all Cash Payments that do not vest, and all unvested performance share awards, will be immediately forfeited, and (ii) if the Company’s termination occurs primarily in anticipation of or as a result of or due to, directly or indirectly, a Change in Control (this and all subsequent references to “Change in Control” refer to the definition of that term in the 2004 Plan), in addition to the Company’s payment of the Severance Payment to the Executive, all of the Executive’s restricted stock awards, the target amount of performance share awards, and each unpaid Cash Payment will immediately vest. With respect to the immediate vesting of the unpaid Cash Payments, the Company under this Section 4(d) occurs at least will make them within five years after business days following the termination of the Executive's Date ’s employment. To calculate a Cash Payment any portion of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment which immediately vests in accordance with another employer this subsection (the Executive being obligated to use his or her reasonable best efforts to secure employment during such perioda), the amounts otherwise payable pursuant to this Company will use the New York Stock Exchange closing price of the Company’s common stock on the date of termination of the Executive’s employment, and if termination occurs as described in clause (ii) shall be reduced by of this subsection (a) the amount Company will use the per-share consideration paid to the Company’s shareholders with respect to their shares of compensation earned the Company’s common stock as a result of the Change in Control instead of the New York Stock Exchange closing price. SKS’s obligations to provide the benefits described in this subsection (a) are subject to SKS’s receipt of a written release, in form and substance reasonably satisfactory to SKS, executed and delivered by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in which the Executive receiving an amount pursuant releases SKS and its affiliates from all claims of, and liabilities and obligations to, the Executive arising out of this Agreement and the Executive’s employment by the Company. Termination of this Agreement in accordance with this subsection (a) will not terminate the Executive’s obligations under section 8 of this Agreement or SKS’s obligations under section 7 of this Agreement. If the Company terminates this Agreement without Cause and as a result the Executive would be entitled to this clause receive a severance payment in accordance with the terms of SKS’s 2000 Change of Control and Material Transaction Severance Plan, as amended from time to time (ii) the “2000 Plan”), if then in effect, that would be less greater than the amount Severance Payment, then only in that circumstance and solely for purposes of 2000 Plan the Executive would have earned if his Base Salary, average Bonus may elect to waive the Executive’s rights to receive the Severance Payment and other benefits had been continued for a period of six months following such termination); (iii) upon the waiver the Executive shall will not be entitled to any amounts owing but receive the Severance Payment and this Agreement will not yet paid pursuant to Section 3(e); and (iv) constitute an Existing Program as defined in the 2000 Plan. If the Executive shall be entitled directly or indirectly engages in an association that constitutes an Association (as defined in section 8(b)(iv)(D) of this Agreement), SKS’s obligations to his rights to indemnification under Section 5 hereofprovide the benefits described in the second sentence of this subsection will immediately terminate.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Executive's Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period (the " Continuation Period") through the date on which the Term of twelve Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months if from notice of termination hereunder, (iii) continue to provide the effective date Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(d) occurs at least one year after shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's Date of Hire and benefit under the plan, for a the period of twenty-four months if during which such Benefits could not be provided under the effective date plans. The Company's good faith determination of the termination amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive's employment with . For this purpose, the Company under this Section 4(d) occurs at least five years after may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive's Date of Hire; provided, however, that if, prior to the end of such period. Further, the Executive shall obtain continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment with another employer hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Executive being obligated date of termination, subject, however, to use his or her reasonable best efforts to secure employment the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such periodtermination occurs). For all purposes under this Agreement, the amounts otherwise payable failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. If, during If Executive's employment is terminated by Company prior to the expiration of the Employment Period, the Company terminates the employment of the Executive hereunder Period for any reason other than a reason set forth Cause and for so long as Executive is not in Section 4(a)breach of his continuing obligations under Sections 8 and 9, 4(b) or 4(c): Company shall (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, in effect immediately prior to the end of such period, the Executive shall obtain employment with another employer Employment Period for a period of 24 months after the date of termination (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period"Termination Period"), the amounts otherwise payable pursuant to this clause ; (ii) with regard to the STIP, pay a bonus at the time incentive compensation would otherwise be payable under the STIP for the year of termination on the basis of the Company's performance relative to target achieved for the full year and, in respect of the remainder of the Termination Period, pay a bonus at the time incentive compensation would otherwise be payable under the STIP for the year or years (or part thereof) in the remaining portion of the Termination Period on the basis that the Company achieved target for such year or years, but pro rated for the portion of each such year or years that fell within such remaining portion of the Termination Period, provided that, following termination of Executive's employment, all benefits payable to Executive under the STIP shall be reduced by paid in cash, and provided further that Executive shall acquire 100% of the amount interest in any shares previously granted to Executive under the STIP in which Executive has not yet acquired an interest pursuant to the STIP at the time of compensation earned by termination of Executive's employment; (iii) with regard to the EIP, Executive from his or her new employment during such period (except shall be credited with years of service for vesting purposes for the time that would have otherwise been remaining in the Employment Period but for the early termination, provided that in no event shall any such reduction result Executive be credited with fewer than four years of service for time-based vesting purposes under the EIP following termination of Executive's employment without cause; 7 <PAGE> and provided further that in the event four (but not five) actual years of service have been credited to Executive receiving an amount pursuant for time-based vesting purposes under the EIP at the time of Executive's termination of employment without cause, Executive shall be credited with a partial fifth year of service based on the actual number of whole months in such year worked prior to this clause termination of employment, and the percentage under Section 5.02.C. of the EIP shall be adjusted proportionately to take into account such partial year of service; (iiiv) that would be with regard to the EIP, in the event of a liquidity event (as defined in the EIP), if the return on invested capital (as defined in the EIP) is not less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the 0% then Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and the greater of (ivA) or (B) where: (A) equals the Executive shall be entitled to his rights to indemnification interest in shares acquired by applying the provisions of the EIP taking into account provision 7(d)(iii) above and (B) equals the interest in the shares acquired by applying the provisions of the EIP where the applicable percentage under Section 5 5.02.A. of the EIP is 25% and the applicable percentage under Section 5.02.C. of the EIP is 100%; and (v) continue to pay the Company's portion of the premium costs or other costs of coverage of medical and life insurance benefits of Executive and, if Executive's family is covered for such benefits with the Company at the time Executive's employment terminates, Executive's family (i.e., that portion of such coverage paid by the Company for other executive officers at the level of coverage elected by Executive during his employment), subject to the terms and provisions of any applicable benefit plan and subject to approval by any applicable insurance carrier, after termination for the duration of the Termination Period or until Executive commences full time employment in an executive position with another employer, if earlier. In the event coverage is not approved by insurance carrier, the Company will obtain coverage for Executive and Executive's family that is at least as favorable as the coverage Executive had before termination. In addition to the foregoing, upon termination without cause, Executive and the Company shall have the Put Option and Call Option (respectively) described in Section 7(c) hereof. Except as may otherwise be expressly provided in this Agreement, in any Benefit Plan, or other agreement between the Company and Executive, Company shall have no further obligation to Executive other than to reimburse Executive for reasonable business expenses incurred prior to termination.

Termination Without Cause. If, If the Executive’s employment by the Company is Terminated during the Employment PeriodTerm by the Company other than for Cause (which, for the avoidance of doubt, will not include a Termination due to the Executive’s Disability or death), and contingent on the Executive’s satisfaction of the Release Condition and the Executive’s continued compliance with the Executive’s obligations in Sections 10 and 11 hereof (as well as with any and all other restrictive covenants applicable to the Executive in favor of the Company or its Affiliates), the Company terminates the employment of will pay or provide to the Executive hereunder for any reason other than a reason set forth in Section 4(a)the following payments or benefits (collectively, 4(b) or 4(cthe “Severance Benefits”): (i) concurrent with such terminationthe Accrued Benefits, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary payable as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, provided in each case accrued through the date of terminationSection 1(a); (ii) severance payments in an aggregate amount equal to Executive’s Base Salary for 18 months (the Company shall continue to pay “Severance Period”), payable in equal bi-weekly installments in accordance with the Executive his Base Salary, average Bonus (based Company’s general payroll policies and procedures over the Severance Period commencing on the average of Termination Date, provided that the annual Bonuses first such installment will be paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual ’s first regularly scheduled payroll dates)date next following the sixtieth (60th) day after the Termination Date and will include payment of any installments that were otherwise due prior thereto; (iii) an amount equal to the product of (x) the Executive’s target award under the Company’s short term incentive plan (the “STIP”) for the STIP performance year in which the Executive’s termination occurs (such amount, the “Target STIP Award”) and (y) 1.5, payable in one lump sum cash payment within sixty (60) calendar days following the Termination Date; (iv) an amount equal to the Executive’s award under the STIP for the performance year in which Termination occurs pro-rated using a fraction the numerator of which is the number of full and partial months during which the Executive was employed by the Company during such year and the denominator of which is twelve (12) (the “Pro-Rated STIP Award”), payable in accordance with the terms of the STIP, including satisfaction of any applicable performance goals and the application of adjustments to the target payout as set forth in the STIP, in one lump sum cash payment at the time such awards are normally paid to all other benefits which would otherwise be payable hereunder participants in the STIP but in no event later than March 15 of the year following the Executive’s Termination; (v) Company-paid executive outplacement services from one or more organizations retained by the Company for this purposes for a period of twelve (12) months if following the effective date Termination Date, subject to a maximum cost to the Company not to exceed $12,000.00 dollars and provided that Executive engages such outplacement services within six months of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Termination Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e“Outplacement Services”); and (ivvi) subject to the Executive’s timely election of continuation coverage under the Company’s group health plan in accordance with COBRA, payment by the Company of the full amount of Executive’s premiums for such continued coverage (without contribution or reimbursement from the Executive), in a manner intended to avoid any excise tax under Section 4980D of the Code, subject to the eligibility requirements and other terms and conditions of such coverage, and provided that the Company may modify or terminate the benefit provided hereunder to the extent necessary to comply with applicable law (the “COBRA Subsidy”) for the lesser of (x) 18 months following the Termination Date, or (y) until the Executive shall be entitled to his rights to indemnification under Section 5 hereofbecomes eligible for group health coverage from another employer.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of the Executive hereunder for any reason other than a reason set forth in Section 4(aSections 5.1, 5.2, 5.3, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up through the effective date of termination specified in such notice, (ii) subject to the second last sentence of this Section 5.4, continue to pay the Executive's Base Salary through the Expiration Date, in the manner and at such time as the Base Salary would otherwise have been payable to the Executive, (iii) pay to the Executive the Incentive Compensation, if any, not yet paid to the Executive for any year prior to such termination, at such time as the Incentive Compensation would otherwise have been payable to the Executive, (iv) pay to the Executive (within 45 days after such termination) a pro rata portion of the Incentive Compensation, if any, for the year in which such termination occurs, as calculated pursuant to the terms of Section 3.3 (including the provisos set forth in clauses (i)-(iii) of such Section); provided that, for purposes of such calculation, (x) EBT shall be calculated for the portion of the year through the end of the month prior to the month in which such termination occurs and based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board or the Committee, as applicable, and (y) in determining the maximum Incentive Compensation for such year, Base Salary shall be the amount of Base Salary actually paid to the Executive during the year of termination other than pursuant to Section 5.4(ii), and (v) pay to the Executive, within 45 days after the termination date, any Deferred Compensation earned in prior years during the Term, whether or not vested, and a pro rata portion of the Deferred Compensation for the current year, if any. Whether any Deferred Compensation is due for the current year shall be determined pursuant to Section 3.5(i)-(iii) after multiplying each of Net Revenues and EBT for the year through the month prior to the month in which termination occurs by a fraction, the numerator of which is 12 and the denominator of which is the number of months in the year through the month in which termination occurs, and using the product of each in performing the calculations under Sections 3.5(i)-(iii). If Deferred Compensation is due, the amount due shall be calculated by multiplying .50 by the amount of Base Salary paid to the Executive for the year other than pursuant to Section 5.4(ii). The Company shall have no further liability hereunder (other than for (i) reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared subject, however, to the annual Base Salary multiplied times provisions of Section 4.1, and (ii) payment of compensation for unused vacation days that have accumulated during the average calendar year in which such termination occurs). Notwithstanding the foregoing, if the Executive shall find other employment prior to the Expiration Date, then the Executive shall notify the Company in writing of the annual Bonuses paid date and terms of such employment and the Company shall be entitled to reduce the amount payable to the Executive pursuant to Section 5.4(ii) during the period from the commencement of such other employment until the Expiration Date (the "Other Employment Period") by the compensation payable to the Executive for services rendered in connection with such other employment during the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, Other Employment Period. Nothing contained in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive 5.4 or elsewhere herein shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by relieve the Executive from his or her new employment during such period (except that in no event any obligation to comply with any of the provisions of Section 6 hereof, which shall any such reduction result in remain binding on the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofExecutive.